


Puella Magi Matarael Magica

by Jsyrin, Rex_Lupin



Series: ToZverse [6]
Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica, Neon Genesis Evangelion, ゼロの使い魔 | Zero no Tsukaima | The Familiar of Zero
Genre: Dark, Drama, End of Evangelion references, F/F, Goddess Madoka - Freeform, Heavy Angst, Holy Shit Mami Lives, It Gets Worse, Main timeline, Mami dies again, Other Additional Tags to Be Added, Pre-Canon Homura Time Loop, Socially Awkward Matarael, These children need help, Timeline I, Timeline II, Timeline III, We're on the right track at last, what could go wrong
Language: English
Status: Completed
Published: 2020-07-14
Updated: 2020-10-04
Packaged: 2021-03-05 04:26:58
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 17
Words: 28,148
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25268329
Author URL: https://archiveofourown.org/users/Jsyrin/pseuds/Jsyrin, https://archiveofourown.org/users/Rex_Lupin/pseuds/Rex_Lupin
Summary: The Hand Of Fate, or possibly The Amusement of Tabris, points to Matarael this time, the harvester Angel being sent off to visit a yet another new reality for the flimsiest of reasons.Naturally, the place she lands is the city of Mitakihara.Oh no.
Relationships: Akemi Homura/Kaname Madoka
Series: ToZverse [6]
Series URL: https://archiveofourown.org/series/1625149
Comments: 27
Kudos: 54





	1. Boredom, Curiosity, And All Those Other Cat-Killers

Matarael was… bored.

Life on Halkeginia was simple on the best of days, horribly dull on the worst. There were no threats that she needed to handle, no beings that she could fight without directly punching her siblings or cousins in their crotches, no real…  _ interest _ in doing anything.

Oh sure, there was always the ever expanding internet attached to the family network that Ireul had routed herself to across at least fifteen separate universes, but one could only diddle oneself for so long before porn became blasé, and there were only so many good anime worth watching before someone inevitably ran off to go find the nearest universal analogue to said anime to go colonise into another branch.

Matarael wasn’t even a big fan of it anyway, considering that she’d spent the last century or so training obsessively and constantly stretching out her Core’s concept and output levels until she was at a level comparable to Ramiel…

Well. Her Ramiel.

Rami, technically.

The one with an inferiority complex about not being anywhere near as bullshit powerful as Ramiel from the other family branch.

The one with enough theoretical power output to literally blow up a solar system if she decided to shift the naked singularity in her soul into 3D space and break its containment field.

But Matarael couldn’t do that, her concept wouldn’t let her. All she had was size, speed, and acid so horribly powerful at this point that not even  _ Zeruel’s _ AT Field could hold it back forever. Which, honestly, was the single source of pride she had these days.

And even then, it didn’t stop her from flinching whenever Gendo Ikari (that rat bastard) came near her- even if he was nice and happy and trying to be a good dad now, she still couldn’t forget the absolute helplessness she’d felt as she was torn apart by his army of abominations.

Matarael sighed, feeling a familiar Soul behind her. “It’s my turn, isn’t it.”

“Your turn for what?” Tabris asked. As if he didn’t know. Like he was playing dumb. Oh wait, he  _ was _ playing dumb.

“My turn for the endless struggle for meaning and relevance,” Matarael sighed. “My turn to go off on a wacky adventure where I shall gather a harem of lesbians and add them all to the Family. Isn’t that right, little brother? Isn’t that right?”

“It isn’t  _ wrong, _ ” Tabris allowed. “It’s just a little bleak, don’t you think?”

“Literally my main form of attack is crying,” Matarael deadpanned. “I’m contractually obligated to be bleak.”

Tabris frowned. “No you’re not-”

“I  _ know _ ,” Matarael snapped. “It was a  _ joke _ , dumbass.” She huffed. “So, was I right and where are you sending me?”

Tabris  _ sighed _ explosively. “Do you still puppet your human form from your Core?” he asked wearily.

Matarael shrugged, rolling her eyes. “Pretty much, yeah. Why?”

“Nothing much,” her little brother grinned. “I know  _ just _ the place.”

He took a deep breath, and began chanting softly. 

“ _ Ich mach die Augen zu _

_ Wir sind allein _

_ Ich halt sie fest _

_ Und keiner sieht sie weinen _

_ Sie macht die Augen zu _

_ Sie wehrt sich nicht _

_ Liebe ist für alle da - auch für mich...” _

As she fell into a deep, swirling void, Matarael yelled out one last thing. 

“ _ I’m not amuuuuuuuuused! _ ”

<>

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“.... Okay, this…” Matarael looked around and huffed, idly smoothing down her appearance and making herself more humanoid so she wouldn’t scare the locals- human eyes instead of pitch black pits constantly leaking viscous fluid, actual pupils and irises (in a lovely shade of orange), makeup instead of black tar dripping down her face, gothic lolita dress instead of the weird mishmash of garbage halloween store surplus she threw on because she didn’t want to get dressed that morning, and finally- normal, boring human teeth instead of the sharp fangs she normally had.

Matarael paused, pursing her lips for a moment before extending her canines and sharpening them  _ just  _ a bit, coloring her lips pitch black in the process.

Perfect.

One vampiric gothic lolita where there was once a half dressed eldritch hobo.

Matarael would never admit it, but maybe there  _ was  _ something fun about dressing up all fancy after all. And really, wasn’t it only fitting that the spider Angel would like wearing silk?

“That’s better,” she murmured to herself, then paused and peeked out of the alleyway. “... Now… where the  _ fuck _ am I?”

At a glance, literally nothing came to mind other than the general location of  _ Japan _ . Sometime in the mid 2010s, judging by the level of technology present- a few smartphones around, a lot of flip phones- and the method of dress, which mostly just consisted of the same fast fashion that had plagued the entirety of most Earths since the beginning of the late 90s.

Matarael would never forgive big clothing corporations for ruining fashion. Where were the cute quirky skirts of the 50s? The colorful ensembles of the 60s?  _ Literally the entirety of the 70s and 80s? _ Nowhere! All there was was just a big fat bland  _ mess. _

She sighed and inserted herself seamlessly into the bland mass of people, just going with the flow and wandering aimlessly. Nothing interesting... nothing interesting...

Oh.

Hey.

_ That’s _ interesting.

She stared at a definitively non-native creature that was, seemingly, completely invisible to the crowd she was walking in. 

Matarael tilted her head, staring contemplatively. 

Well then. This could lead to an adventure full of wacky hijinks.. _._ _Or_ it could just be that there were random creatures on this Earth invisible to mundane people.

...

On a second thought, both of those options sounded pretty appealing.

Matarael slipped out of the crowd and headed straight towards the curious white creature.

Fortunately for her entire plan of “follow the weird white and pink cat thingie without being noticed”, Matarael was a master of stealth- which is to say, she pulled some tricks from Leliel and blended into the shadows while skittering along walls like the animal she kind of patterned herself after on instinct.

Unfortunately for her opinion of the creature, she immediately smelled magic wafting off of it. And not the fun explosive kind either.

“Soul magic? The hell is a tiny cat thing doing with potent soul magics?” Matarael muttered to herself, perching on a wall much like a certain American superhero and looking down at said cat thing with an appraising eye. “... Hmm… I might have my work cut out for me in this case.”

She skittered closer, but not too much closer. Wouldn’t want to alert the soul mage, after all...

“Did you hear something?”

Matarael immediately pulled the shadows closer to her, listening intently. The voice sounded... young? ...Ish? And female. 

Then someone stepped out of an alleyway on the opposite side of the road, and Matarael stared. How in the world did someone wearing  _ a pale pink dress _ manage to get concealed by shadows? It boggled the mind. 

“I could swear I heard something skittering around here, Kyubey,” the girl said to the cat thing. “Did you hear anything?”

“I could have sworn I heard a large spider in here- one that reeks of a Witch, but I can’t sense it anymore,” the cat thing responded- apparently it was called Kyubey?

Matarael simply raised an eyebrow, watching as the girl and the cat thing looked around a little longer, then left.

“Well, interesting. Very, very interesting,” Matarael murmured, tilting her head and slowly slinking along behind the pair as they raced across the city. “... Something about that cat thing really pisses me off, though.”

Still, she put those thoughts out of her mind for now- after all, she wasn’t here to interfere with the world yet, she was only here because Tabris decided to throw her depressed emo ass into another world as some kind of therapeutic vacation or some shit.

The girl and the cat ran even further into the maze of the city, before skidding to a stop. “I know you’re in there!” she yelled.

_ Another _ girl in a similar dress, if a yellow one, stepped out - of a door this time. Matarael supposed that not all of them could just keep skulking in the shadows all the time. At least she still had some sense in fashion, Matarael reasoned.

“Hello Madoka,” the other girl greeted. “Excited for patrol?”

The one in the pink dress, Madoka apparently shrugged. “Yeah, pretty much! Also, I sensed a Witch earlier! Or at least I think it was a Witch. Might have been something else, Kyubey was unsure...”

“Barrier?” the girl inquired.

“None,” Madoka shook her head. “I honestly thought it was a big spider, but Kyubey said it reeked of a Witch, so...”

What was a Witch, Matarael wondered, and why was it capitalized like that? She tilted her head slowly as she followed the pair of them, slowly dropping deeper into the shadows as they crossed through some kind of magical wall and-

“Yo holy jesus what the  _ fuck _ ,” Matarael muttered to herself as the entire artstyle changed, nauseating colors and patterns and textures flashing around all over the damn place as some sort of horrid set of…  _ thing _ creatures flailed about like some kind of horrible stick puppet on the absolute worst combination of crack, LSD, and methamphetamines.

In short: Matarael was sorely thankful for the fact that she could force herself to not feel nausea or she would have blown her cover ages ago by vomiting all over the floor.

...hm. 

There were  _ three _ figures not matching the  _ sheer wrongness _ of the pocket dimension, for that’s what Matarael assumed it was. Three besides herself, that is. Two were Madoka and her partner. The third was what looked like an ordinary girl. Matarael didn’t count the cat. Matarael didn’t actually even see the cat. But the final girl, seemingly formerly restrained by the scribbles, was just... normal? 

How strange.

Experimentally, Matarael took a ‘whiff’ of the creature itself, before  _ recoiling _ at the amount of depressive miasma wafting from it. What the  _ hellblazes _ was that thing?

She didn’t get to examine it for very long - the pair of, and she honestly couldn’t think of a better descriptor than  _ magical girls _ attacked the creature with ruthless efficiency, dispatching it in seconds and causing the pocket dimension to dissolve around them.

...Interesting.

_ Very _ interesting.

Matarael still didn’t really have much of a reason to step in, though. She just wasn’t…  _ interested _ in this world as much as she could have been for some reason- something about it felt… incomplete. Hollow.

Not fleshed out.

Maybe… Hm.

Something about the strings of fate in this universe twisted around one of those three girls, and perhaps… perhaps that was why the world wasn’t yet ready.

Matarael nodded to herself and shifted ever so slightly out of the shadows, sitting on the ledge of a rooftop overlooking the three girls and letting the cool night air settle her mind.

“There’s that smell again!”

Matarael immediately scrambled back over the lip of the roof as the tiny cat thing shouted again.

“Shit shit shit-

<>!”


	2. Something's Rotten In The City of Mitakihara

Matarael had been observing the locals for about a week now. They went about their bland lives, they went to their bland schools, and at night, they slipped out in their colorful dresses and patrolled the city. Or at least, two of them did. The third girl simply went around in her school uniform (bleh!) and watched. Matarael  _ had _ at least learned their names. Madoka’s family name was Kaname. The girl with the yellow dress was Mami Tomoe. The third one was Homura Akemi.

After about four days of utter boredom, Matarael had just gone and hacked school records, under the name of Mariko Kuromori. From her observations, the people here weren’t very particularly observant, and she found the name highly amusing. Two days after that, she showed up at the school itself, sharing a class with the two more interesting people.

“I’d like to introduce our  _ second _ transfer student this year- Kuromori Mariko!” the teacher lady, whose name Matarael was thoroughly uninterested in learning, announced loudly to the class, calling for her to come in after what had to be several minutes of what might have been either unhinged ranting about brands of dish soap, heartfelt venting about how pathetic her love life was that she couldn’t get a date that wasn’t some kind of weirdo, or some kind of horrible mixture of both that left Matarael dearly wishing she could blow her cover and smack said teacher lady around a bit so she’d  _ stop talking about dish soap holy shit _ .

“Now, why don’t you try introducing yourself?” the teacher asked- oh thank god, she had a nametag on. Now Matarael didn’t have to pretend to know her name (she still wasn’t gonna put in the effort of  _ remembering _ it but at least she could call the lady Saotome-sensei or some shit). 

Matarael bowed lightly, smirking a little as she flashed a positively  _ vampiric _ grin at the class that probably would have had more effect on a bunch of highschool girls rather than a class of middleschoolers but whatever she was here to do dumb shit and maybe work through her traumas, not seduce people.

“My name is Kuromori Mariko,” she spoke calmly, watching the class carefully and noting that none of them seemed to at all much care beyond the general interest of having a new transfer student. “It’s a pleasure to meet you all. I’ll be in your care.”

She was greeted by a general rather bland murmur, prompting her to raise an eyebrow. “I shall sit down then,” she mentioned, walking down the classroom and sitting on the only empty seat that basically happened to be right behind Madoka Kaname and Homura Akemi.

Matarael wondered if the yet-unformed universe was playing her for a fool or if it actually was just coincidence.

Honestly? Probably some kind of a mix of both.

Still, while she was here, she might as well  _ try _ to get comfortable in this absolute fresh hell known as “middle school” and try not to go absolutely insane from the feeling of being stuck in a GODDAMN GLASS CAGE INSTEAD OF A CLASSROOM WITH ACTUAL WALLS.

“I hate this place,” she whispered to herself, sighing quietly as she pretended to take notes on the variety of subjects that were being taught over the course of the day, mostly just doodling in the margins and pretending to give a shit about the finer points of Japanese literature and history or some shit.

The few times she even remotely pretended to be aware of the class was entirely in math and science, where she immediately and smugly put just the tiniest break in her cover in order to style all over everyone else with her natural born talent at both sixteen dimensional mathematics (well, she would have tried to show off but apparently being really good at algebra wasn’t that impressive) and organic chemistry (which mostly just lead to a few people being a little disgusted at her strange amount of knowledge of hyper corrosive materials).

At least her observations weren’t being impeded, which was a plus, but they did make her look a bit like a creep, which... wasn’t a plus to be honest, but she didn’t care.

On a plus side, later that day, she  _ was _ able to observe a Witch creature directly  _ and _ without interference, which, well,  _ had _ to be a plus.

Should have been.

Unfortunately, the creature was just...  _ depressing. _

Literally.

It absolutely  _ reeked _ of despair. Matarael was about ninety percent certain it wasn’t a creature at all, and was in fact a sentient being in deep throes of depression, but she couldn’t think of  _ any _ situation where a sentient being would be  _ so _ depressed they would start to  _ warp reality _ solely because of it.

No, there was probably more to it.

There  _ had _ to be.

Matarael left the Witch alone and headed elsewhere, deep in troubled thoughts.

Something about the world didn’t really line up- even to her observations. She could sense the souls of just about everyone in the city, though for some reason those two girls- Madoka and Mami, seemed strangely… muted. A little harder to sense. Shrouded in magic and emotion in a way that was… strange.

As if something was… tugging at them?

No, siphoning.

Siphoning what, though, Matarael wasn’t so sure. The soul structures in this world were hazy, vague- more magical than anything else, obeying fewer rules and being more entangled in the web of complex metaphysical interactions that made up the tapestry of what the fanciful might call  _ fate _ and what cousin Ziz might call the inevitability of certain possible outcomes based on the 13th dimensional alignment of the universe.

Or for short, Fate, but like, mathematically defined.

Matarael was kind of sick of that, honestly. Not so much because she didn’t like the concept, but because the math made her head hurt and she didn’t feel like trying to calculate possibilities beyond that which made her look as cool as possible without expending much in the way of physical effort.

She shadowed the three girls for another week, cataloguing her experiences and doing her best to figure out the mystery, but without much success.

What she did manage to find out, though, was kind of… telling.

To no one’s surprise, the cat thing was some kind of Familiar of the magical girl kind- more guide than pet, more source than sink. And that was… well, Matarael wasn’t sure if it were a bad thing that this “Kyubey” was the Familiar of two increasingly stressed out looking magical girls, but something about it made her skin crawl.

Maybe it was because it was a weird cat and cats had this unfortunate tendency to squish spiders. Maybe it was because she couldn’t sense any emotions radiating from the thing’s soul. Whatever that cookie-less oreo fuck was, Matarael didn’t like it. Not one bit.

At one point, Matarael just wandered into a Witch’s pocket dimension  _ just _ before the girls could find it, just to see what would happen. Nothing of interest happened. The magical girls dispatched the enemy with ruthless efficiency, using guns and a bow, and tried to make sure ‘Mariko’ was okay. It was nice of them, she guessed, so she just pretended that she just thought she was high - not an unreasonable assumption given what she was up to in chem class - and blithely thanked them by way of “hey thanks, little butterflies” and wandered right back in the shadows to continue observations.

She did notice Madoka taking a concerned sort of interest in her at school afterwards, she supposed, so that was a development. She guessed.

It still didn’t change the fact that she had no real interest in interacting with a bunch of fourteen year old children beyond what was absolutely necessary in order to get through class, but hey, at least she was, if nothing else, considered the mysterious cool girl who could do pretty much anything and everything… except speak Japanese without a French accent.

No, Matarael wasn’t sure why she still managed to speak Japanese with a French accent when everyone else had flawless pronunciation. No, Matarael had no real urge to fix that problem, especially since it made her seem even cooler and more worldly to her easily impressed ‘classmates’.

So, Matarael continued what she was doing. She sat back, and she watched.

And then she watched another week, just to be sure, but nothing very interesting happened. Well, that wasn’t quite true. She did observe something very... strange.

She observed the girls pick up a soul container from a destroyed Witch. She observed them  _ using it on their own soul containers. _ And that was very disquieting to watch.

First,  _ why would they need soul containers. _ Second, was something finally paying off? The girls who seemed so cheerful despite ruthlessly killing creatures of such despair... Did they stay cheerful by doing exactly what she’d witnessed, by  _ siphoning away their own inner darknesses? _ What the Hell  _ was _ that bullshit?

Did the two of them manage to find some kind of a stopgap method of preventing depression or something? And if so, then why the fuck did they actually  _ need _ to siphon off their inner darkness into such an easily expendable soul container from a destroyed Witch, and  _ why the fuck _ did they have to do it over and over again?

And, most importantly:

_ Why the fuck did they seem to need more and more of those strange soul containers every time they transformed _ .

Something was rotten in the city of Mitakihara, and Matarael didn’t like it. Not one bit.

She could track the energy leaking out of the two girls, Mami and Madoka, constantly now that she had been watching them for so long. And… something didn’t make sense. The tiny cat thing that had the voice of a little girl acted as though it was helpless against Witches and other things of the magical sort, but it seemed to be… not quite  _ powering _ the two magical girls but more… forcing their disembodied souls to actually be able to perform magic via the manipulation of specific channels linked to…

Emotional state?

And somehow, despite the energy pouring into them from the little shit, the two girls were giving  _ more _ back. Or- no. It was like… Matarael cursed the ephemeral nature of the world’s magic system, trying to track energy flows that were so mired into earth, sky, soul, sea, air, and thousands of other factors that it became near impossible to really understand what was going on.

  
She shook her head and continued her observations- something wasn’t adding up, and somehow, some way, she was going to  _ find out what the fuck it was _ .


	3. It's Getting Worse

Things were…. Kind of going to shit.

Matarael wasn’t usually one for lying, nor sugarcoating, so she really honestly could say that things were going to shit. Mostly because both Mami and Madoka were being run more and more ragged as more and more Witches seemed to form ever since April began. 

And Madoka had, apparently, only been a Magical Girl for just over a month at that point, having started her career just barely a week or so before Homura had joined the class, two weeks before Matarael snuck her way into the school- give or take a few days.

Idly, Matarael felt the urge to make a joke about burnout hitting kids harder and faster these days, but that seemed… inappropriate… when considering the fact that she was talking about a fourteen and fifteen year old literally fighting for their lives against a seemingly endless horde of reality warping depressed…  _ things _ almost every single night. And Matarael didn’t have to be  _ Uriel _ to know that there was a distinct  _ upward trend _ of Witches appearing the closer April 30th loomed.

She’d read up on mythology, and there was no way in hell that a world with a magic system like the mess she was currently trying to puzzle out on her own would be unaffected by a date like  _ WalpurgisNacht _ .

On April 24th, she decided to do something a bit more drastic and invited the three girls over for tea.

Mami took to teatime like duck to water - she was clearly used to it. Matarael approved, kind of, and thought that Shamshel would get along with the girl.

Homura was very very obviously crushing on Madoka and trying to hide it. Matarael thought it was really fucking adorable.

Madoka was... really curious.

Fortunately for Matarael, it was the simple kind of curiosity that stemmed from one fourteen year old girl trying to get to know another- in Madoka’s case, she was wondering mostly about where Matarael had grown up since she spoke Japanese with a French accent (or, as Madoka put it, just “foreign”) and yet also had a Japanese name, and yet looked more like she was mixed race than anything else, on account of her pale skin and height.

Matarael quietly kind of regretted not changing her height, but towering over everyone else by several inches was kind of her  _ thing _ , on account of her being the harvestman Angel and all. She’d caught a few girls sneaking glances at her legs a few times too, so that was fun.

“I had a dream,” she told them. “Recently, that is. I dreamed that I was a beautiful spider trapped in a web not my own. I dreamt that I was rescued by two beautiful yet fragile butterflies who fought off the false web’s despair with their wingbeats.”

Matarael took a sip of tea and pretended to not notice Mami and Madoka exchange significant glances. “They reminded me of you,” she added. “I wished to see if you would be similar to those butterflies.”

“Mariko-san...” Madoka whispered.

“This is nice,” Matarael observed. “It is almost like having friends.”

“If you’d like, we’ll be your friends!” Madoka immediately interjected, her voice rising slightly as she reached across the table to grasp Matarael’s hand in her own. 

Mami immediately nodded, though Homura seemed a little bit nervous- Matarael could understand why, since Madoka’s adorable bleeding heart drew people in like nothing else, and the frail girl probably wanted nothing more than to keep Madoka all to herself after being friendless for so long.

“How very kind of you,” Matarael whispered. “Your hearts are pure. How novel...”

“W-what do you mean?” Homura asked her.

Matarael did not answer, taking a long sip of her tea instead, observing the girl. She grew even more nervous under Matarael’s unflinching gaze, before the Angel nodded slowly. “All of you... you accepted my invitation without the slightest hesitation,” she murmured. “When the spider said to the butterfly, ‘come to my parlor’, you entered without an ounce of suspicion.”

Mami froze. “What are you saying?” she asked very carefully.

Matarael took another sip. “I am not a very nice person,” she said finally. “I am rude. And cold. And creepy. Many would be put off by that, but not you three.”

“You’re not creepy at all!” Madoka interjected, pouring out more of her pure, adorable heart as she gripped Matarael’s hand tighter. “And you’re perfectly nice too!”

“Not many ‘not very nice’ people would invite three strangers for tea just to make friends,” Mami nodded, smiling as she sipped at her tea and folded her hands into her lap. “You’re underselling yourself, Kuromori-san.”

“Right,” Matarael drawled. She glanced towards Homura. “Oh do put that expression away, darling, I’m not going to steal away your senpai just like that.”

Homura immediately blushed and looked away with a quiet squeak, hiding her face in her arms as she tried not to let her embarrassment get the better of her. Matarael just rolled her eyes, taking a long sip of tea and sighing again, while Madoka just seemed rather confused and Mami simply tittered quietly behind her cup.

Putting her own cup down, Matarael tented her fingers Gendo-style. What to do, what to do... Remain oblivious and simply provide friendship, gathering less information but also putting less pressure on them? Or call them out as magical girls, gathering more information while increasing the chance of burnout?

Matarael tilted her head ever so slightly, considering the variables presented to her- so far, despite how utterly disgusting those despair filled Witches were and what an affront they were to her sensibilities, there was nothing that was really a direct threat to her in this world at the moment. The largest witches she’d seen so far had barely even put a dent in her AT Field, and that was only because she’d put it on a low powered passive barrier.

So, really. She had time. More time in the world to identify the hot mess of tangled sympathetic magical rituals centered on that cat thing Kyubey than anyone else had, probably.

And, honestly, with how isolated she was in the last few decades, maybe making some friends wouldn’t be…  _ so _ bad.

So…

Pretending to be oblivious it was. Even if it meant she was getting less information out of the two magical girls, she could afford to take it slow anyway.

“I am glad for your kindness,” she whispered. “For I know I deserve none of it, you care not and give it freely. Your hearts are pure.”

“I think you said that already,” Mami murmured back, smiling as she reached out and patted Matarael’s hair, ruffling it in a way that was surprisingly motherly despite the fact that Mami was barely a year older than Madoka, and significantly younger than Matarael actually was.

It was… nice.

Not many people had ever done such a thing to her before, and Matarael… well, surely she could be excused for letting out an embarrassing little squeak and unconsciously pressing herself against Mami’s hand, right?

Right. That definitely wasn’t embarrassment or anything. Just a normal reaction to headpats, really.

“...more headpats?” She whispered.

Okay, there might have been  _ some _ embarrassment now.

Fortunately for Matarael, Mami was more than willing to oblige, scooting around the table until she could gently pull Matarael back until her head rested in the blonde girl’s lap, fingers lightly trailing through her silky black hair and bringing a sense of pure relaxation and contentment that Matarael hadn’t felt since her soul had been cast back into the Doors of Guf to await her rebirth.

If anyone ever dared insinuate that Matarael may have started tearing up from how happy she felt in those moments, she’d immediately call them a liar and kick them where it hurt.

Right then, she wowed to herself to protect that purity of theirs. Any way she could figure out.

<>

Hrm. Wow for wow, but things were looking pretty damn bleak right now.

It was April 29th, and both Mami and Madoka were approaching burnout faster and faster. Homura, bless the twerp, did what she could, but she probably didn’t understand much. Matarael, to be fair, didn’t either.

“You look tired, Mami-san,” she’d said once. Mami had just giggled, given her more headpats, and she’d promptly forgotten what she was trying to say. Curse her for figuring out her only weakness among several!

Matarael reduced herself to using her Soul to subtly alter the girls’ cortisol levels at one point, even.

It had helped, but not nearly enough. Even with her power, she only went skin deep on the effects- as if it were a slight surface treatment, and not an actual solution to their burnout.

It  _ rankled _ that she, despite all her training, all her work, all her efforts… she was still powerless to help the only ones she called her friends- at least, without directly taking that which kept her friends alive and modifying them directly.

She refused to alter someone’s soul so deliberately, even if they were just sitting there in the form of rings, so easily removed if she so chose.

But no, she wouldn’t, not while she still had other options- but now, all she could do was pretend like nothing was wrong, that she could help just by inviting them over for tea and making them take regular naps while she subtly modified their hormone levels to reduce their physical stress.

“This isn’t working,” she finally admitted to herself. She could probably work something out, but... she didn’t just have time.

In more ways than one.


	4. Reset the Clock

April 30th rolled in, bringing with itself a cold fog. A depressing mist came with it, feeling just a bit altogether unnatural.

Matarael didn’t like it one bit.

There was an unholy aura of despair settling over the city, as if all the Witches previously slain by Madoka and Mami had spawned again, not as creatures stuck within their own little subdimensions of reality, but as some kind of entity projecting its depression and madness onto the world in a tangible field of gray and black.

Colors seemed washed out, an unholy cloud cover swallowed the sun, something  _ kept screaming in her ears at a frequency no one else could hear _ .

Whatever it was, it was  _ annoying beyond belief _ and made her space out more than once to the point where she’d almost disassociated through the entire school day just by  _ blinking once _ in homeroom.

_ What the fuck was going on? _

She got...  _ somewhat _ of an answer once she got out of the school, but it wasn’t exactly an answer she  _ liked. _

A Witch.

A Witch so great she  _ felt _ it from such a great distance, a Witch so powerful even  _ she _ could find it troublesome.

The cold fog which had rolled in come morning  _ surged _ out with an even greater force as the Witch prepared to arrive. Distantly, she felt the Magical Girls run past her - only Homura stopped next to her. 

“Kuromori-san? Are you okay?”

“No,” Matarael answered. “A great despair clouds my mind - something Evil is coming. I can feel it in my pharynx.”

“...You mean your gut?” Homura asked.

“...Yes,” Matarael murmured. “Where are our little butterflies going?”

Homura looked conflicted. “...to rid the world of the Evil that is coming?” she offered.

Okay, she could work with that. “I see,” she told her. “Should we follow?”

Matarael doubted the girls could take care of the Witch on her own. In fact, she was certain they’d fail. It was too much too soon and too fast.

“I-I... I will!” Homura declared, eyes shining behind her glasses. “But I... don’t wish to go alone... Will you follow me, Mariko Kuromori?”

Matarael closed her eyes, smiling faintly. “This girl... she’d follow into the jaws of death for her Madoka, would she not? Good grief... I will,” she answered Homura. “Come.”

She took the other girl’s hand... and ran into the infinitely larger pocket of space.

<>

First impression Matarael got from the Witch of Walpurgis was... a really stupid meme if she was being honest. She blamed her family for that.

Still, you couldn’t argue with it... the Witch was no clown. It was the entire circus.

It was massive, billowing sleeves and a head that almost looked like some kind of jester cap. It spun around almost listlessly, minions spawning and attacking, smashing through buildings and tearing the world asunder just through its sheer presence. And its  _ weight _ \- Matarael thought the stench of despair was bad, but here? In the Witch’s barrier?

It was infinitely worse.

Even with the strength of her soul, the sheer effort she put in to making her able to stand up to as much punishment as she could, it was almost enough to make her buckle to her knees.

It was every horrible scream in the world, every cry for help, every unanswered prayer, every voice cast into the wind, begging for the cruelties of the world to stop only to be answered with more of the same.

It was…

It was…

Hopelessness.

Despair.

Apathy.

Pain.

Anguish.

Agony.

Fear.

Loathing.

**_D E A T H_ **

“Kuromori-san! Kuromori-san!” Homura shouted, barely audible over the sound of furious combat as she shook Matarael’s shoulders, desperately trying to- to-

Matarael groaned, suddenly aware of the fact that she was laying on a slab of rubble now, the distinct burn of vomit in her throat and the ringing in her ears that spoke of her own brain hitting a reset button that wasn’t supposed to be pressed. 

“W-what… what happened…?” She whispered, blinking a black haze out of her eyes as she tried to focus on the spot of bright red that was Homura’s glasses, something to cut through the haze of black and gray and brown making up everything else. “What’s going on…?”

“You collapsed suddenly!” Homura answered almost frantically- scratch that,  _ very _ frantically- tearing up and holding Matarael close as she sobbed. “A-and you threw up, and you wouldn’t respond s-so I had to try and pull you somewhere safe! A-are you okay!?”

“The evil is great,” Matarael murmured. “The evil has brought evils of its own... and I felt them. And I can’t help them. I can’t help them...”

“What are you talking about!?” Homura almost screamed, completely beyond the edge of high strung and seconds away from a full blown panic attack as she tried to pull Matarael to her feet with weak and trembling arms. “We have to help them somehow! They’re fighting so hard to save the world! And- and- we can’t just let them do it alone!”

Matarael grasped her Core in her hand. “My soul... It is too receptive to the despair radiating off of it... I would need to build a more resilient body and I don’t have time for that...”

Homura only continued tugging at Matarael, barely even listening to the other girl’s mutterings as she dragged the two of them closer to the fight- the fight that Mami and Madoka were risking their lives for, were putting their souls on the line for, were going to need all the help in the world in order to  _ survive- _

“Tomoe-san!” Homura’s scream cut Matarael out of her introspection, bringing her fully back into coherence just in time to see Mami  _ drop out of the sky _ and  _ slam into the ground _ .

Matarael blanched. She couldn’t feel Mami’s soul anymore. She couldn’t feel it. She couldn’t feel it. She  _ couldn’t feel her soul _ .

“No no no no no!” Homura immediately ran off without Matarael and sprinted off as fast as she could, watching as Madoka descended upon the pile of rubble where Mami’s lifeless body now laid.

Just in time to see Madoka kneeling down, closing Mami’s eyelids and folding the girl’s hands over her chest.

Despite her wounds, despite the gouges torn out of her outfit, despite the smell of blood permeating through the air…

Homura could only think that Mami looked as if she were only asleep, as if she just needed to take a nap for a few minutes before getting up again.

But she was gone. Truly dead and gone, beyond anyone’s ability to help.

Matarael heard quiet voices on the wind as the massive Witch continued sobbing and rampaging in the sky above, heard Homura begging and pleading with Madoka to please, please stop, run away, let someone else handle the Witch, let someone else fight and die so Homura wouldn’t end up alone again.

Matarael took a deep breath... before  _ slamming _ one of her true legs out of her core, full sized and at the direction of the Witch with a speed greater than anything she’d used before.

It connected, blasting the Witch backwards.

It also connected the Witch’s emotional state directly to hers.

Matarael  _ screamed,  _ choking on her own bile as the Witch’s despair oozed into her soul, filling her to the brim and choking her, drowning her, dragging her into the depths of the maddened abyss as grief overwhelmed her mind and soul and left her barren and lifeless, empty and devoid of will.

She collapsed backwards, trembling, shaking, pale as a sheet and unable to move even as the sheer trauma of the Witch, of  _ Walpurgisnacht _ ’s essence, froze her mind and muscles and voided her bowels.

She felt more than heard or saw Madoka and Homura rushing over to her, carrying her to safety even as the Witch recovered from the impact of Matarael’s leg almost smashing its true body to pieces. She hurt all over, couldn’t move, couldn’t breathe, couldn’t do anything but feel the pain of Walpurgisnacht in her mind.

As quickly as help came, though, it left. Madoka’s presence, muted as it was, shone bright like a star in the fractured sight of her soul, blooming with love so powerful it could save the world alone.

Homura’s soul, aching and pained by her side, begging Madoka to not go, to stay with her, to run away, to do something, anything but go out there and face the Witch that had so easily killed Mami, so easily driven Matarael into a near comatose state.

"Spread your wings, little butterfly," Matarael found faint strength within herself to whisper. "And sting like a bee..." 

It was over within minutes- seconds, maybe, but Matarael couldn’t tell, could barely even feel until the Witch’s presence vanished with a scream and an explosive flash of light, and then- and then…

It was over.

Madoka’s lifeless body floated in a pool of knee deep water. Matarael struggled to find the strength to push herself up, unable to move a muscle with how much her very  _ soul _ ached from feeling the extent of Walpurgisnacht’s despair.

She heard Homura speaking, followed by the disgusting cat thing known as Kyubey.

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.


	5. A Major Case of Deja Vu

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- the time was different this go around, earlier by at least two weeks, or so it felt. She could feel… something. She wasn’t entirely sure what. Something was different this time around, the gears of fate spun differently, and…

Well. She supposed this time she had to do a little bit more than wait until the last possible moment to try and help. Maybe… a bit more openly helping this time?

If anything, she could hack herself into the school a little earlier. And perhaps keep an eye out for the girls a little sooner. That sounded like a good idea, right? 

As Matarael stepped out of the alleyway she’d been in, she paused and looked around in confusion- this wasn’t the same alleyway she’d dropped into the first time she’d arrived. It was… right next to a hospital?

Why the fuck was she next to a hospital?

Frowning, Matarael cast out her Soul, to better ascertain her whereabouts-

Oh.

Hey.

There was a familiar Soul in this very hospital. A pattern very similar to that of Homura Akemi... hrm. Shouldn’t there be at least  _ some _ disparity, given that she was a month and a half in the past?

Wait. 

“... She’s a magical girl now?” Matarael muttered to herself, slinking through the shadows until she came across the hospital room where Homura was… staring out the window like she’d never seen the city before, a soul gem clutched in her hand before it faded away into an elaborately engraved ring on her middle finger. Also, one of her fingernails had a sort of rhomboid patch of purple on it now. Weird- Matarael wasn’t entirely sure if that was a thing all magical girls had, or if Homura’s just came with a new fashion choice. 

How odd. Homura wasn't a magical girl before, was she? But maybe... Maybe she was  _ now  _ because she had  _ become  _ one  _ before...  _ How very interesting. 

Matarael kept watch over the girl for a few hours as she was released from the hospital, trailing along behind Homura as she went home, did normal girl things, and started writing in her diary.

Matarael  _ almost _ decided to try and hold back from reading said diary out of a misplaced sense of personal privacy, but immediately started reading over Homura’s shoulder anyway because she was bored and also wanted to figure out what the  _ fuck _ was up with the timeline in this universe.

Unfortunately, it was just a bunch of sappy romantic drivel about “protecting Madoka this time around” and “finally having a chance to be truly happy with someone”. Blech. If Matarael wanted to read something sappy about another person’s burgeoning love life, she’d read Shamshel’s degenerate smut collection.

On the plus side, though, after being thrown back in time, Matarael thought she had a pretty good idea of what was going on now. And, as a bonus, the Universe also felt more complete than before after going through that time loop. Neat.

Shrugging mentally, she hacked the school records and added the ‘Kuromori Mariko’ persona there early.  _ Might as well get started early. _

“Kuromori-san…?” Homura murmured quietly a few days later, almost quiet enough that even Matarael couldn’t hear her. The other girl seemed extremely confused, as if she wasn’t expecting Matarael to have been there on the same day she was.

Matarael didn’t respond, of course, just tapping her foot against the ground awkwardly as she waited for Saotome-sensei or whatever her name was to  _ stop ranting about runny eggs holy shit woman get a life _ .

Fed up, she just cleared her throat. 

"...Anyway we have two new transfer students today!" the woman  _ finally _ acknowledged them. "Well? Come and introduce yourselves!" 

Rolling her eyes, Matarael stepped forward and wrote her kanji on the blackboard. "My name is Kuromori Mariko," she snarked. "Please take care of me." 

Still rolling her eyes, she stalked to the nearest empty spot and  _ made the table rise out of the floor again good god seriously what the fuck was UP with this school. _

“M-my name is Akemi Homura,” Homura followed after, trailing shyly as if she hadn’t seen the traumatic near apocalypse just a week prior and writing her name on the board next to Matarael’s, bowing and generally acting a lot more polite than ‘Mariko’ had.

She even rushed forward to introduce herself to Madoka, which kind of seemed a little odd to Matarael considering that subtlety was supposed to be the name of the game when time travel was concerned, but whatever. At least she was markedly happier now than she was before, which-

…

“Wait when the hell did I get invested in these idiot girls?” Matarael muttered, grumbling just audibly as she turned away from the scene of Homura and Madoka holding hands like the world’s most awkward couple.

Seriously. She’d wanted to find out more about this world’s magic system and that’s it. Why did  _ she _ care? It wasn’t like they were a bunch of teenagers clearly in way over their heads and sort of puppylike and god fucking damn it.

Aaarrggghh.

Dealing with the fact that she cared about a bunch of idiot girls like they were her younger sisters was going to give her  _ such  _ a migraine. Especially since they kinda  _ did _ remind her of her younger siblings in kind of a sort of not really kinda way. What with the weird soul signatures and fairly overpowered (well, kinda) abilities and extreme amounts of depression and whatnot.

Hm.

Matarael propped up her chin with one hand as she stared out of the window and into…. well, she actually just stared at the frosted glass wall and pretended it was a window, but she wasn’t really paying attention to that anyway. What she  _ was _ paying attention to was the soul signature of that  _ godforsaken cat thing _ , who was, as far as she could tell, the root of all problems with Homura and Madoka and Mami.

But the extent of that, well. She wasn’t super clear about that.

What she  _ could  _ infer was, as well, depressingly little.  _ Still.  _ She could tell that the cat thing was something similar to a Familiar, but really not  _ any  _ kind of Familiar she'd ever seen. It also didn't belong to any of the girls, and in fact felt far older than that. 

Matarael wondered if it was perhaps Walpurgisnacht's Familiar or something like that, before dismissing the idea because the thing still  _ looked _ to have the same art style as the rest of the world. 

She wondered if the thing was killable. 

Well, whatever.

She stayed well away from Homura, Madoka, and Mami this time- the three of them together as Magical Girls honestly had a way better chance of surviving (at least, until the end of April, hopefully) without them needing to “protect” her.

She still followed them around, of course- she wanted to make sure they actually  _ did _ stay alive for as long as she could manage, but she didn’t make a whole production of it this time since she already knew at least half the facts.

Instead, this time around she decided to make friends with one of Madoka’s sort of friends, sort of acquaintances. Matarael wasn’t  _ entirely _ sure of what kind of fucky mechanics were being thrown around to make the time loop, but somehow this go around Madoka was  _ just _ distant enough from Sayaka that they could hang out.

And Matarael was…

Eh.

It could have been worse.

There was a special kind of hell in listening to a fourteen year old blather on about the crush she had on some random dude- well, okay, he was her childhood friend so she could understand the crush, but  _ holy shit _ was that trope overdone.

And, honestly, Sayaka could do better than some generic boy whose sole character trait seemed to be how nice he was and how good he could play the violin before he got in a car crash or something. Matarael hadn’t really been paying attention, but she figured that was close enough to what happened that the actual details beyond that were mostly semantics.

“He is your sweet prince,” Matarael metaphored at Sayaka, having decided to keep the ‘slightly Alice-y but well-meaning-ish’ persona from last time. It was fun! Sue her! “And yet, to await the kiss would be folly.”

“What do you mean by  _ that? _ ” Sayaka asked, sounding affronted. “Are you saying I’m unkissable or something?”

“Your role is at the wrong end,” Matarael retorted. “Your sweet prince he is, and yet he is the one in the tower awaiting his Lady Knight. Why not play the role?”

“...you’re saying I should take the initiative?” Sayaka questioned.

“How else would you know?” Matarael shot back. “The knight would after all need to overcome her dragon. Why else would the prince need a knight?”

“.... But what if he doesn’t like me that way?” Sayaka asked, almost whining as she grabbed Matarael’s hands and leaned in close, full of teenage angst and desperation. “What should I do Mariko-san!? How do I take the initiative!?”

“Doth the knight needeth a practical demonstration?” Matarael drolled.

Sayaka immediately recoiled back, blushing and waving her hands frantically from side to side as she processed Matarael’s words. “Wh-no I- that is! I mean! Er-! W-we’re both girls though!?”

“I do not see the issue, little Knight,” Matarael deadpanned.

Sayaka only blushed harder, letting out a whine more akin to a boiling kettle than a human sound as she ducked her head and buried her face into a nearby throw pillow. 

Matarael thought it was adorable.


	6. Lookin' Bleak

God fucking damn it, things were going to shit again. 

The three magical girls had managed to keep their wits about them just fine for the better part of a few weeks, but spreading the load across three girls instead of two meant that they needed to hunt more Witches, put in more long hours every night, search an ever increasing area of the city, sleep less and less to the point that Homura and Madoka barely managed to keep themselves from passing out in class.

Matarael felt sick, unable to help them- for whatever reason, their souls were slowly being consumed by grief once again, and she couldn’t cleanse it out, not without either destroying the systems that would have kept them alive, or by adopting them into the family which she  _ absolutely could not,  _ **_would not_ ** _ , do _ .

She even attempted to interfere in a battle once more.

_ Once. _

That had… not gone over well. Stressed as they were, Mami and Madoka seemed more likely to accidentally perforate her (or, well,  _ try to _ , given her AT Field) than thank her for saving their lives, even though they were constantly on the edge of dying themselves. Homura was less likely to do so, if only because she was constantly on the edge of passing out due to exertion thanks to her weak heart.

Matarael resolved to try and fix that for her if they managed to survive Walpurgisnacht this go around.

And then, naturally, the unthinkable happened.

Matarael had been briefly -  _ briefly! _ \- distracted... and Mami had gotten herself killed facing a Witch. And not even Walpurgisnacht! She didn’t even know  _ how _ it had happened, she hadn’t been in the Barrier with them...

She felt sick.

“It wasn’t supposed to happen like this,” she whispered, standing over the swiftly erected grave that was little more than a mound of dirt and a stick with a ribbon tied to it- yellow, like the ones Mami favored before her untimely passing. “I was supposed to keep you all alive. I was supposed to  _ help you _ . I just… I’m…”

She knelt down and fisted her hand in the dirt, unable to shed tears lest she completely destroy the remnants of someone she’d called a friend once upon a time. It was maddening, that she was capable of so much, capable of razing cities to the ground and burning away entire countries with her acid if she so desired, but she couldn’t protect the ones that she’d pledged to keep safe.

“... I’m sorry.”

The words felt hollow to her own ears, a tinny whisper of sound that had no bearing to it other than the pathetic words of someone who couldn’t keep a promise, who couldn’t do anything other than skitter in the shadows and hold back her own abilities out of  _ sheer cowardice. _

She’d been deluding herself for years.

She wasn’t a protector. She wasn’t a savior. She wasn’t strong, or powerful, or anything.

Matarael stood and brushed the dirt from her dress, trudging away from the grave of Mami Tomoe with a heart full of grief, full of despair.

She knew now, what she truly was.

A scared little girl, who put up a brave, mysterious front because she was too scared to connect with anyone else.

A terrified child, incapable of protecting others because she feared their rejection.

She skittered back into the shadows, exactly like she always did.

Exactly the same. 

Exactly the same.

<>

“... Kuromori-san, are you… alright?” Sayaka asked quietly, brushing her hands through Matarael’s hair as the other girl laid in her lap, not saying a word despite her usual flair for the dramatics.

She hadn’t said a word in days, not even in class, not even to Sayaka.

It was like she wasn’t even there.

“No.”

The answer was delivered, quiet and blunt, without a trace of melodrama. Just a quiet vocalization.

Insignificant.

Sayaka frowned, pursing her lips as she brought Matarael up, grunting quietly at the other girl’s weight before drawing her into a tight hug. Matarael simply sat there, staring straight ahead as Sayaka clung to her front without saying a word, just hugging her as if that would solve all of her problems.

“... Do you want to talk about it? You’ve always listened to my troubles, so I should listen to yours- that’s what friends do, right?” Sayaka sighed, stroking her fingers along Matarael’s back slowly and humming a quiet tune- some kind of lullaby that helped Matarael focus on the here and now instead of the depths of her life and her failures.

“I’m no friend,” Matarael muttered. “I’m a wicked spider who gathers flies in her web and pretends their  _ corpses _ are her friends.”

“I’m not a corpse yet,” Sayaka murmured, patting Matarael’s head and continuing to hum quietly. “And I don’t think you’re that bad. If you weren’t my friend, I wouldn’t have come over at all- and you’ve never given me a reason to leave either.”

“Tomoe Mami is dead,” Matarael whispered, “And it is my fault.”

“Bullshit,” Sayaka declared. “You weren’t even anywhere  _ near _ where her body was found. Or are you telling me that  _ you _ were the one to push her onto the oncoming train?”

“I wasn’t there,” Matarael whispered. “I couldn’t stop it. I wasn’t nearby. I didn’t help. I was a coward. I was a coward and she is dead because of it.”

“You  _ weren’t there _ !” Sayaka almost shouted, pulling back from Matarael and staring her dead in the eyes at arm's length, brilliant blue meeting dull orange. “I know it’s hard, losing a friend! But you can’t blame yourself for everything bad that happens just because you weren’t there to try and stop it! So please… don’t beat yourself up for it. You aren’t responsible for Tomoe’s death. You’re not a coward for not being there!”

“But I  _ could _ have!” Matarael snarled. “I could have taken care of the threat myself and I didn’t because I felt lazy for  _ one fucking day! _ I’m a bitter miserable failure!”

Sayaka just sighed, unable to really comment on that- she couldn’t say anything, not just because she didn’t know how to respond, but because she knew that something wasn’t… wasn’t quite right. Something about Matarael’s words made her think that her friend wasn’t talking about an accident at the train station.

“Mariko… I’m… I don’t know how to help you,” Sayaka admitted, shaking her head and smiling sadly at her friend. “But… maybe you should try talking to a counselor? I’m… my parents made me go to one back when Kyousuke got injured… Maybe it could help?”

Matarael stopped. “...I can’t,” she whispered. “I don’t exist. No, worse, they’d never believe me. I... I’m not a real person, Sayaka. I’m not even human...”

Sayaka tilted her head. “...please tell me this is just Imposter Syndrome, Mariko.”

“It isn’t,” Matarael sighed, pulling away from Sayaka entirely and staring down at her hands. “I am not human… I have never been human… I’m just… a spider. A terrible, cowardly spider, pretending to be a person, pretending that I can be friends with people when all I do is let them get hurt and  _ die _ , all because I’m too scared to reach out and  _ help them _ .”

“Well I’m  _ not _ scared!” Sayaka declared. “...wait, are you like, what’s the legend... Arachne? Human turned into a spider by terrible gods?”

“... No, that’s my cousin, actually,” Matarael answered, then bit her lip and tilted her head. “... And it kind of shocks me that I can legitimately say that Arachne is my cousin.”

“... Oh. Well, in any case, I’m your friend, Mariko. Your real, actual friend. And you’re here now, with me. You’ve reached out and helped me so much this last month that I can say for sure that you’re not just pretending!” Sayaka smiled at Matarael, holding her hands gently and staring resolutely into her eyes again. “You’re better than you think you are, Mariko. I know it.”

"That's not even a real name," Matarael muttered. "It's just a fake name I put together because  _ irony.  _ Seriously, did you think that a name essentially meaning 'I'm a real child, honest!' was a coincidence? Hah!" 

She sighed. "...My true name is Matarael." 

“It’s a pretty name,” Sayaka murmured, still holding onto Matarael’s hand and squeezing it gently. “You don’t have to keep trying to push me away to prove yourself right. I promise, I’ll be here for you whenever you need a shoulder to cry on. Always.”

Matarael took a deep breath. “Okay. Okay. I will. Thank you, Sayaka.”


	7. Tick, Tock, Goeth The Clock

April 30th had arrived quicker than before, Matarael noted. Moreover, she had a  _ plan _ for Walpurgisnacht this time, a plan that didn’t require direct contact. A plan she was just a bit embarrassed about, in fact.

She’d forgotten to use her  _ acid _ last time.

Unfortunately, Walpurgisnacht was just as bad as the last time- if not worse.

Shrieking, wailing, spinning, dancing, sending out hordes and hordes of minions into the realm of its Barrier, tearing buildings apart as if they were cardboard all while Madoka and Homura did their level best to try and damage the damn thing without the sheer force that Mami’s rifles could bring to bear.

Matarael still felt woozy as she stumbled into the Barrier, unable to keep herself from remembering the godawful sensations that had paralyzed her the last time around now that she was facing the exact same fucking Witch for the second time in a row now.

Still, she gave a marked  _ effort, _ melting Familiar after Familiar with acid strong enough to damage even Zeruel...

...and yet...

Despair still seeped into her. The Agony of the Witch.

Her Soul was still not as prepared to take it all head on, just like last time. She hadn’t hardened her Will against the tide of darkness enough, and it showed.

Matarael let out a pained gasp and fell down on one knee. “Dammit...” she whispered.

It wasn’t enough.  _ She _ wasn’t enough. Even after going through these events once already, she still couldn’t handle the sheer despair echoing off of the Witch’s soul, shaking her to her Core and filling her with nausea to the point that she could barely move.

How? How could Madoka and Homura handle it so well? How could they fight so easily when she was on the ground, useless and barely conscious? Couldn’t they  _ feel _ it?

And yet, there they were, twin stars of pink and purple, shining brightly as they attacked Walpurgisnacht with everything they had.

But... Maybe they  _ couldn't  _ feel it. Maybe the process that made liches of them dulled their senses against the tide of despair washing over them. 

Maybe, maybe, fucking  _ maybe!  _ Matarael was  _ sick  _ of the maybes! She wanted to  _ do  _ something! Be someone! Be  _ useful!  _

And instead, she merely sat. Sat and watched as the two of them chipped away at the Witch, moment by bloody moment... 

<>

“Gah!” Madoka screamed as she barely dodged the Witch’s magics, firing her bow furiously into the damned thing as she kited around, throwing herself from spire to spire, using her magic furiously to try and keep airborne as much as possible. 

Every now and then, an explosion would ring out along the horrible beast’s body or down in the endless tide of familiars down below, scattering the army below into the winds and knocking Walpurgisnacht around in the air. 

But it still wasn’t enough. Madoka could see it- there was too much of the Witch to fight, too much to try and destroy before it could end the world. They had to fight harder, fight faster, but Madoka was already feeling the strain and Homura wasn’t healthy enough to manage a protracted fight no matter how many pipe bombs and grenades she threw about.

“Homura-chan! Pull back!” she shouted, throwing herself backwards and landing on a nearby ruin of what used to be an office building.

The stench of despair and death clung to the air like a thick fog, but Madoka pushed past it, chewing her lip and staring up at the Witch as reality itself seemed to shatter and warp under the weight of its presence.

She smiled sadly as Homura finally halted near her, the purple clad girl panting and wheezing as she tried desperately not to pass out from overexertion on her weak heart.

“We need to do something,” she murmured, taking just a moment to catch her breath as she stared up at the enormous Witch, listening to Homura at her side and sighing. “We’re throwing everything we’ve got, but I don’t think it’s enough…”

"I wish... Mami... Was here," Homura panted. "She'd think of... Something... To do." 

"Mami would just throw Tiro Finales at it until she got through," Madoka hummed. "But maybe... Maybe we can do something  _ together..."  _

"Madoka-chan?" Homura questioned. "W-what's on your mind?" 

"Can you bring  _ me  _ into your timestop?" Madoka asked, plan already forming. "I think I have an  _ idea..."  _

“I.. I think I can,” Homura nodded, holding her hand out to Madoka as she raised the buckler-like object that served as both the core of her time magic and storage for her bombs. “P-please… hold onto me.”

Madoka nodded, gripping Homura’s hand tightly as time rippled around them, once, twice, and then-

_ Stopped. _

The witch, screaming so fitfully before, was now silent. Its minions, completely frozen in place.

That weird girl Mariko from school, still breathing fitfully on the ground and catching her breath- wait what?

“Kuromori-san?” Madoka whispered, looking down at the fallen girl with something akin to shock before she shook her head. No, she had to focus. She couldn’t waste more time trying to pull Mariko out of the way when she had to take out the Witch first- once Walpurgisnacht was downed, so too would its minions be. 

With a simple motion, Madoka smiled at Homura and hoisted the other girl onto her back so that she could draw and fire her bow without issue, while Homura would be able to still throw her bombs without needing to stop for breath.

And the two…  _ jumped _ .

<>

“.... I forgot she could stop time,” Matarael murmured quietly, watching calmly as Homura and Madoka threw bomb after bomb, fired arrow after arrow, trapping the massive witch inside a cage of explosives and magical arrows so dense and so bright it almost looked like a pink sun.

Perhaps... Perhaps that would finally be enough. She didn't know, nay, she  _ couldn't remember  _ what Madoka had done last time... She only knew it had killed her. 

"Please work..." Matarael whispered. 

It did. 

Time moved again. 

Walpurgisnacht  _ imploded.  _

Homura and Madoka collapsed immediately. 

Matarael dragged herself to her feet with a ragged gasp. She had to get there! She had to get there  _ now!  _

_ “No no no no NO NO NO!”  _ Matarael almost screamed as she came across the fallen forms of Homura and Madoka- both of them were still alive, but Madoka’s Soul Gem, the brilliant pink crystal that housed her very existence, was already fading black. 

“It hurts…” Madoka whispered as she hauled herself up, clutching her chest as Homura held her in her arms, both of them sobbing as Madoka’s soul began corrupting in full, despair leaking out in oozing waves- almost as powerful as Walpurgisnacht itself, and only being staved off for a few more seconds through sheer willpower. “I-I’m dying… i-it hurts so much… Homura-chan… I’m sorry. I-I’m so… so sorry…”

Matarael sank to her knees, acid tears falling and burning holes in the ground as she watched Madoka  _ scream _ , tendrils of reality shattering power  _ bursting _ out of her back and into the air as her existence fully converted into that of a Witch.

Homura screamed too, a sound full of broken, deathly despair as she slammed her fist into the ground over and over, grasping futilely at where Madoka once was as if that would bring her back.

The world clicked.

Time stopped.

Matarael sighed and watched Homura grasp her buckler shield and pull and-

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.


	8. Once More Unto The Breach

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- This time, maybe she could just sit back, not make friends with anyone in class, and maybe she’d get out guilt free this time.

Maybe.

So she did as she’d done before, hacking the school records and entering the class at the same time as Homura once again, only to pause as the changes struck her immediately upon entering the classroom.

She couldn’t feel Sayaka’s soul- or, no.

It was muted.

Just like Madoka. Just like Homura. Just like Mami.

She was a magical girl.

...just  _ what the hell _ was up with the constantly changing timelines? Was the variance there  _ immediately _ after the reset or- actually, it probably was, wasn’t it? Or as soon as, anyway.

Hrm.

Matarael introduced herself, sat behind Sayaka, and  _ brooded. _

...actually, come to think of it.

She  _ did _ have some more information now, didn’t she? She knew for a  _ fact _ where Witches came from. The despair they gave off... holy shit, were they  _ aware _ in there? Locked in a loop of their own misery... holy shit, no fucking  _ wonder _ they gave off such despair! They were literally generating it...

...for what?

Matarael’s brow furrowed. “ _ It _ knows,” she whispered. “The soulless evil who preys on the young... it... it  _ lets _ them mature and consumes the results...?”

"What does?" Sayaka asked. 

"The horribly cute demonic furball," Matarael answered her friend, before realising that no, Sayaka wasn't her friend this go around. Hrm. That... Would take some getting used to. 

"You're funny, Kuromori-san," Sayaka laughed, letting another pang shoot through Matarael's heart. "Wanna be friends?" 

... 

_ Dammit.  _

"Of course, my Lady Knight," Matarael murmured. "I would love to." 

... 

Dammit dammit dammit  _ dammit!  _ Could she leave  _ nothing  _ well enough alone!? What was she  _ thinking,  _ getting herself attached again!? What the fuck, Matarael? 

She cursed and raged at herself internally, while slipping into the familiar persona of Mariko Kuromori and making pleasant if slightly cryptic small talk. 

Before she knew it, Matarael was already walking away from the schoolhouse, alongside Madoka, Homura  _ and  _ Sayaka, watching as Homura tried to chat up Madoka and ignoring the growing unease she felt. 

Homura seemed to have forwent the 'immediately announce herself as a Magical Girl in class' route and seemed reluctant to bring it up. 

Matarael would bet a  _ leg  _ it had something to do with her presence. 

"Hey, Mariko-san?" Sayaka asked her. "Do you think Homura-san likes Madoka, or _likes_ likes Madoka?" 

"The brave little ladybird is buzzing all over the great beautiful butterfly," Matarael 'observed'. "This humble spider thinks the ladybird wishes to pollinate." 

Sayaka giggled. "Yeah, it's kind of obvious, isn't it? Man, I kinda wish Hitomi could hang out, but she had to do 'some business' for whatever reason." 

Ah yes, Hitomi. The little brown-haired girl whose last name completely escaped Matarael at the moment. Wasn't she like, a romantic rival or something...? Matarael wasn’t sure, she hadn't paid much attention for the girl. 

Wait, Sayaka was still talking. "...and I mean, the way she put it, it sounded like she was off for a date with Mister Hand, not...  _ whatever  _ the actual thing is." 

"Mayhap she intended exactly that," Matarael suggested. 

Sayaka snorted. "Hah! I knew you were  _ actually  _ funny under all the metaphor you keep spinning,  _ little spider,"  _ she teased. "...hey, what did you  _ actually  _ mean about an evil cute thing?" 

Matarael slowed, thinking it over. "...A deceitful lapine," she finally said. "Perhaps a grinning little cat. I know not what it could be, yet it does not possess a soul akin to yours or mine. 'tis empty. Muted. Sinister." 

"...Thaaaaaaaat sounds like you can see Kyubey," Sayaka wondered. "Nah, don't worry about him! It just means that you have potential to be a Magical Girl! Oh, it's so exciting - I haven't met a potential before!" 

The girl paused. "You know, that probably sounded  _ really  _ crazy," she muttered. 

Crazy, but informative, Matarael thought. "Young witches borne on wings of naught but air," she whispered. "I have seen this..." 

When and where, she left out. 

"No, Witches are a completely different thing," Sayaka argued. "Witches are like,  _ evil  _ and we fight them, they're not like you and me..." 

"Anguish," Matarael whispered. "Anguish given form... I have felt that. And yet, your words... They match not." 

"I'm not  _ lying,"  _ Sayaka protested. 

"Did not say that," Matarael countered. "Truth in your words they may be, yet lies ring from words not your own..." 

She looked in the distance, where Madoka and Homura were getting farther and farther away. "For what is a witch if not magical, a girl, and matured?" 

"...That's a very good question, actually," Sayaka agreed, looking worried. 

<>

Homura was smarter than she looked, Matarael decided as she stood at the back of where the Magical Girl Squad (Matarael really needed a better name for them than that, but it would do for now) had gathered together for a pre-battle meeting. There was some red haired girl there now chewing on a stick of pocky. Matarael wasn’t entirely sure who she was, just that she was there now and had apparently been completely irrelevant in the last two timelines.

For example, Homura had apparently managed to come to the same conclusions that Matarael had without any of the tools Matarael used to actually gather her information- she’d managed to come to the conclusion that all Magical Girls eventually matured into Witches and said as much to the group… only to immediately be rebuffed by Mami and Sayaka- though Sayaka seemed a bit unsure of herself, having heard something similar only a few hours prior from Matarael herself.

Honestly, Matarael could understand. Having your own entire worldview be shattered, so quickly, so easily... You tried to cling to the comforts of the reality you always had. On the other hand... 

Damnation. 

Matarael cursed softly to herself. Revealing this sort of information... Homura had good intentions, but what if the knowledge exacerbated the problem? Damned unknown variables... 

"Oh, and... I think Kuromori-san may have some Magical Girl potential," Sayaka mentioned. 

Ooh, they were talking about  _ her  _ now! Matarael leaned closer. 

"...Do you think so?" "How can you even tell?" 

Mami and Homura spoke in unison, before exchanging bemused glances. The latter coughed. "I mean, she only talks in weird metaphors and..." 

"It's not  _ that  _ difficult to decipher," Sayaka rebuked. "She's clearly a bit lonely and yeah, probably a bit loopy, but she gives everyone scarily accurate nicknames and she can see Kyubey, so..." 

Huh. Well. At least Sayaka wasn't maligning Matarael behind her back. That was something, right? 

“I’m pretty sure that just means she’s sniffing something in the chemistry cabinets that she shouldn’t,” Kyoko- the redhead, apparently- drawled, rolling her eyes and snorting derisively as she bit her pocky in half with a decisive snap for emphasis. “Doesn’t mean she can be one of us if she hasn’t already made a wish.”

Hm.

Matarael maybe didn’t quite like the new girl that much if she was going to always be like that. Hmmmm…

Should she reveal herself to the group now, or later?

Hm.

No. Waiting is what screwed things up last two times. Now, who did Kyoko remind her of again... 

...oh right. Asuka. 

...There was an idea already, come to think of it... 

"The hedgehog who always curls up shall never make any headway into happiness," she declared, dropping down from the ceiling and drawing startled shouts from various present. 

"I thank you for not indulging in derision, my Lady Knight," Matarael added for Sayaka's benefit. "This humble spider greets you all." 

“Were you eavesdropping on us the whole time!?” Kyoko immediately yelped, throwing herself away from Matarael and transforming almost on reflex as she leveled a spear in Matarael’s direction, completely surprised by her sudden appearance.

“Yes,” Matarael deadpanned instantly in response, drawing a round of sighs and groans from the rest of the girls.

“... Wait… how did you even get up there in the first place…?” Madoka asked, staring up at the rafters making up the ceiling in confusion. “There’s… no way to get up there…”

“Think not too hard of it, little butterfly,” Matarael advised. She wandered around Kyoko’s spear, patting it absentmindedly. “A nice, sturdy shaft, for excellent penetration. This spider approves.”

Before Kyoko could vocalize any confusion, Matarael wandered over to Mami next. She cupped the other girl’s cheek, staring at her in the eye. “A fragile little one,” she murmured. “You give nice headpats.”

“What,” Homura said.

“The little ladybird,” the Angel acknowledged her. “Your struggles in reaching the love of your life... they are... admirable. Yet... have you tried simply telling her of your feelings?”

“I-you-I-what-” Homura stuttered. Madoka looked confused. Sayaka palmed her face.

Matarael just smiled and patted Homura’s head, giggling to herself as she sidled over to Sayaka once again, winking at her mysteriously. “Ah, Lady Knight… your lonesome prince in his tower- perhaps you should rescue him lest the green haired dragon snatch him away first.”

Matarael paused, then frowned and tilted her head. “... Also, Hitomi is kind of a homophobe, so just a warning there.”

“... I think that is the single least cryptic sentence you’ve  _ ever _ said to  _ anyone _ ,” Sayaka sighed, drooping slightly as Matarael moved on with yet another cryptic wink.

"And the little butterfly," she murmured, stopping in front of Madoka. "Threads of Fate tangle around your wings... You could be this world's greatest hero, or its worst enemy... And all you do is flap your little wings. Curious, is it not?" 

“... I… um… yes?” Madoka seemed at a loss for words, just staring at Matarael with open confusion in her eyes in a way that made her look like some kind of adorable puppy. “What do you mean by enemy, though…? I would never hurt anyone like that! I’m a magical girl because I want to save people, not hurt them!”

"A fount of relentless optimism," Matarael murmured. "Yet every fountain shall eventually run dry... And when despair strikes, you will be as fragile as anyone else..." 

The girls had no real response to that.

Matarael didn’t bother to elaborate.

She simply gave them all a mysterious smile and settled back as if she’d been a part of their group the whole time.


	9. Wind the Spring, the Clock Runs Back

How did things go wrong so quickly?

How!?

HOW!?

Matarael slammed her fist into the ground again and again as she bled hot tears down her face, sobbing fitfully over the graves of the three girls she’d become close to, barely keeping herself from bleeding acid all over the ground and desecrating the graves even further.

Sayaka, dear sweet Sayaka. Her shining blue Knight, her friend and confidant, the one she trusted, the one she wished only joy for. She’d fallen into despair even with Matarael’s warnings and active involvement, her heart broken by the boy she’d given it to until…

Until…

Whatever was left of Sayaka in the Witch she’d become, Matarael could only pretend that what they’d done to her had been a mercy. If only she could have saved her…

If only she wasn’t so  _ worthless _ . If only she weren’t so afraid, if only she weren’t so deathly terrified of reaching out to others…

Maybe… just maybe… Sayaka would be alive.

But she wasn’t. And it was all her fault.

Kyoko, fiery, rebellious Kyoko. Matarael had known Kyoko for barely a few weeks and the redhead had already managed to worm her way into the spider’s heart somehow, without her even noticing. She was… she’d been fond of Kyoko, in her own way.

They weren’t close, but they’d come to a rapport eventually, and Matarael had haltingly called Kyoko her friend after they’d shared a few secrets over tea and cakes.

Matarael bit her lip and dug her fingers into the soft earth where Kyoko’s body laid, knowing deep down that there was  _ no one _ left, no one but Homura and Madoka and herself that would ever mourn Kyoko the way she deserved to be remembered.

Utterly alone, but for a group of four girls and a poisonous spider lurking behind her.

Kyoko had deserved better than her ignoble death, had deserved better than to die in fear and shock and  _ betrayal _ at the hands of someone she called her friend.

And yet. 

If Matarael had reacted faster, if Matarael had stepped between Mami and Kyoko, if she’d sensed the raging turmoil, the boiling insanity building up in the blonde’s soul before she’d turned against her own friends in a desperate, murderous bout of panic, then Kyoko might have lived.

But she wasn’t. And it was all her fault.

And then…

Mami. Sweet, motherly Mami.

Matarael wanted to rage and scream, tear at the earth and howl her fury into the wind. What kind of a monstrous system would drive a girl, a girl who just wanted to  _ not be alone in the world _ , a girl who just wanted to have friends, to share the load, to be with someone she could truly be open and happy with- what kind of a horrible system would drive a girl so concerned with the happiness of others to the  _ brink of murder _ in a fit of stress!?

Mami deserved better than to lose her life in a fit of despair induced panic. She should have said something, done  _ anything _ . She’d known Mami’s state was rapidly deteriorating faster than before but for the life of her she couldn’t figure out  _ how _ . Was it the increased load from having to fight enough witches to keep five magical girls alive? Was it the increasing stress as Witches became more and more active as April pressed on?

Matarael didn’t know, but what she did know was that if she had done something other than sit back and observe, if she had truly reached out for once, opened herself up, let Mami have someone to rest her burden on…

Maybe, just maybe, she’d still be alive.

But she wasn’t. And it was all her fault.

And now, once again, it was the eve of Walpurgisnacht, the end of April.

Matarael crossed her fingers and prayed desperately to whatever god would listen that this time, maybe they’d have a happy end.

But Madoka and Homura were outclassed in every way.

Once again, Matarael was stuck there, barely able to move or help even as she cleaved through Walpurgisnacht’s minions in a tide of biting acid and scything legs.

And yet, she was still paralyzed, unable to move from her spot despite having faced Walpurgisnacht twice now already. Even now, she couldn’t handle the despair.

It was worse now, this time. It was so much worse, so much more powerful, so drowning in its depths that it clogged Matarael’s senses to the point that all she could see, hear, touch, breathe, sense was nothing but Walpurgisnacht’s despair.

And yet.

It wasn’t just the greater power of the Witch that made it so painful.

It was a simple fact that Matarael hadn’t known before. A simple fact that shook her resolve, made her soul falter.

Part of Walpurgisnacht’s despair was more than just a wailing, laughing ocean of helplessness.

It was  _ Sayaka’s despair _ . The faintest tinge of her corrupted soul, buried and  _ S C R E A M I N G _ in the depths of Walpurgisnacht’s being.

Matarael felt faint, knees shaking as she fought down vomit and tried to press on, stumbling and falling and failing and screaming and wailing and whining and weeping and sobbing as she was faced with the reminder of just how  _ pathetic she truly was in the grand scheme of things. _

“You collect it...” she finally whispered, looking up at the wailing form of Walpugrisnacht, tears streaming down her face. “Every single Witch that has been fought in this city... Every Magical Girl that has fallen...  _ you _ are their despair.”

Once again, she was helpless in the face of the amalgamated despair that was Walpurgisnacht, unable to move even as she watched Madoka and Homura flit around, shining bow and jet black guns firing again and again and again.

She watched pathetically as time stopped once again, watched as Madoka scooped Homura onto her back, and just barely managed to scrape herself off the floor this time and haltingly, slowly, make her way to the frozen form of Walpurgisnacht.

“Go, little butterflies, save the world,” she whispered, doing her absolute best to stay standing as she clenched her fist over her Core, gripping the spider shaped pendant tightly as she watched the pair fire a seemingly endless amount of magical arrows, bullets, grenades, rockets, and pipe bombs into the center mass of the Witch.

She swallowed thickly, already knowing that the energy expenditure would catch up to Madoka soon- Homura less so, given that her only use of magic was storage and stopping time. But Madoka? Every single arrow loosed was another chunk of magic chipped out of her reserves, magic that she didn’t feel yet but soon would once time resumed its normal flow.

Matarael shook her head, shuddering as she forced herself forward, forward, forward, then let slip the first bounds of her Angelic nature as she appeared  _ above _ the Witch and began raining acid upon it in a torrential downpour, the droplets freezing in space just before impact even as her eyes wept and wept and wept a never ending river of black so thick and viscous was like falling, burning tar.

She couldn’t do anything else but weep hot, bitter tears as she hung there in the air, weeping over the loss of her friends, the only people in this world who she could care about. She couldn’t protect them, couldn’t save them from themselves.

She was no protector, was no friend, no savior. But, perhaps at this climactic turn, she could be an avenger. Perhaps she could give herself a final bit of closure, and set Sayaka’s tortured soul to rest.

And so time resumed.

Walpurgisnacht died screaming.

Madoka and Homura fell.

Matarael landed lightly, still weeping bitterly as her tears changed from burning acid to simple salty water, wiping at her eyes as she stumbled closer and-

No.

_ No _ .

Not again.

Madoka’s soul gem had been corrupted beyond measure, she’d overdrawn her magic to the point that no amount of grief seeds could cure her.

And Homura… 

Oh, dear sweet Madoka.

The girl had used her only remaining grief seed to purge the darkness in Homura’s soul, siphoning it away at the expense of her own life.

Matarael trembled and wept, falling to her knees as Madoka and Homura shared a final hug, a tearful goodbye.

She couldn’t help them.

Again, she was useless, completely and utterly useless. Completely and utterly alone, save for the single girl who would remember it all, who controlled this cruel loop of fate that the two had become trapped in.

There had to be a better way. She  _ had _ to find a better way.

Matarael almost laughed, so lost in the sheer absurdity of her life that she could no longer comprehend just how  _ stupid _ she was.

There had to be a better way. She just needed to find it.

In the distance, Matarael could only just faintly hear the shrill, broken screams of Homura as she gave Madoka the only mercy she could, her tears flowing only ever faster at the loss of yet one more friend.

There had to be a better way.

She dried her tears and sat back, staring into the distance as she waited for the turn of fate that was now inevitable.

The world clicked.

Time stopped.

Matarael sighed and watched Homura grasp her buckler shield and pull and-

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.


	10. If At First You Don't Succeed... Try, Try, Try, Try, Try, Try...

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- This time, maybe she could just sit back, not make friends with anyone in class, and maybe she’d get out guilt free this time.

So she didn’t.

And she stayed alone.

Homura was different now, her hair flowing free, her heart no longer injured, her eyes no longer trapped behind her glasses.

She fought alone.

Madoka did not contract.

Matarael felt a glimmer of hope-

And then it was crushed.

Madoka became a Witch.

Homura raised her hand.

The world clicked.

Time stopped.

Matarael sighed and watched Homura grasp her buckler shield and pull and-

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.

<>

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- This time, maybe she could just sit back, not make friends with anyone in class, and-

The world clicked.

Time stopped.

Matarael sighed and watched Homura grasp her buckler shield and pull and-

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.

<>

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- 

The world clicked.

Time stopped.

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.

<>

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself-

The world clicked.

Time stopped.

She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.

<>

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed-

The world clicked.

Time stopped.

“Oh god.  _ Not again.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.

<>

“Oh,  _ this _ is familiar,” Matarael sighed-

The world clicked.

Time stopped.

“Oh god.  _ Not again.” _

<>

“Oh,  _ this _ is familiar.” 

“Oh god.  _ Not again.” _

<>

“Oh god.  _ Not again.” _

<>

“Oh god.  _ Not again.” _

<>

“Oh god.  _ Not again.” _

<>

“Oh god.  _ Not again.” _

_ <> _

“Please…”

<>

“No more…”

<>

“Stop.”

<>

“I’m begging you.”

<>

“Just please-”

<>

“-stop this!”

<>

“PLEASE!”

<>

“STOP!”

<>

“LET ME OUT!”

<>

Again and again and again and again and again and again and again and again.

Over and over and over and over and over and over and over and over.

Homura kept trying. Homura kept trying. HOMURA KEPT TRYING.  _ Homura kept trying.  _ **_Homura kept trying._ **

**_And trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying and trying-_ **

And Matarael kept screaming and wailing and sobbing and crying and screaming and wailing and sobbing and crying and screaming and wailing and sobbing and crying and screaming and wailing and sobbing and crying and- 

And then.

She stopped.

She walked through the endless repeats, dazed and numbed to the pain after so many resets.

She watched as the city changed with every loop, fell deeper and deeper into despair, fell deeper and deeper and deeper and then-

She snapped.

She wasn’t sad anymore.

Her tears dried up.

A resolve, unlike any she’d ever felt before began building and building and building and building and building inside of her hollow, empty chest. She stayed away from the girls, stayed away from Mitakihara’s depths. She stayed away from the Witches, stayed away from the magical girls, stayed away from the supernatural. 

She went to therapy, she saw the sights. She ignored the problems building in the world and resigned herself to repeating the month again and again and again.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

She ran away.

Again and again and again and again and again.

But she had a plan, deep in her heart. 

She found the source of the magic, found the source of the evil. She stretched her senses throughout all of Time and  _ THERE. IT. WAS. _

She hissed and screamed, building up her vengeance as the universe itself turned and turned and turned.

She bided her time- something told her it was time to wait. Time to plan. Time to grow her fortitude until the Universe itself _click click click click_ _clicked_ into its proper position, its proper _completion._

She would only have one shot at this.

She would only have one opportunity to strike.

She found herself back in Mitakihara, finding the source of all the troubles in the world (that she cared about, at least), stalking it, waiting to  _ wrap her hands around its filthy tiny little neck and SQUEEZE IT UNTIL IT POPPED _ .

Time itself trembled as the last rotation grew near.

Matarael grinned, finding herself in the ruins of what had once been a Witch’s barrier once again.

It was sad, yes, that Madoka’s fate was so bleak, so destined to be either death or a fate worse than death, but it was fine.

She was fine.

All she had to do… was wait  _ one. More.  _ **_TURN._ **

And then…

The world clicked.

Time stopped.

Matarael sighed and watched Homura grasp her buckler shield and pull and-

She heard words, she felt the flow of magic. She heard the gears of time churning to a halt, felt the universe tremble, felt the world shake and shatter and-

“Oh good.  _ It’s finally time.” _

Matarael fell. She fell and fell and fell some more, into the swirling depths of time itself.


	11. ... Try, Try Again

After what felt like an indeterminate amount of falling, Matarael found herself in a city. An alleyway to be precise.

“Oh,  _ this _ is familiar,” Matarael sighed, taking stock of herself and groaning once again as she reapplied her disguise and waltzed on out- This time, she knew  _ exactly what to do. _

Thank you, therapy, for helping her work through her depression and channel it into UNENDING RIGHTEOUS FURY.

But first, there was a certain IDIOT she needed to THROTTLE THE DAYLIGHTS OUT OF.

She scaled the walls of the hospital. All the way up. All the way to Floor 150.

She waltzed through the door of Homura’s hospital room. And she slammed the other girl against the wall. 

_ "Akemi Homura,"  _ she hissed. "This loop,  _ you will stop.  _ This loop,  _ it will be the last one.  _ This loop,  **_we'll do it MY way, you stubborn idiot child."_ **

“Wh- Mariko-san!? What are… what are you doing here?” Homura asked, eyes going wide in brief surprise- not just from the fact that someone she wasn’t expecting to even be in the city yet was  _ in her hospital room _ but also  _ was talking about time loops as if she’d been there for them _ . “How do you know about the time resets!?”

“Oh you know I’m not  _ sure, _ ” Matarael hissed. “ _ Maybe _ it has something to do with the fact that my Soul is a  _ lot _ more higher-dimensional than a normal human’s. Maybe it’s the fact I was nearby when you first activated your ability, maybe it’s even  _ both! _ But guess who has been  _ dragged back _ , without fail, every time  _ you _ fail?”

“Y-you?” Homura guessed. “W-wait, if you know I’ve been doing this... Why didn’t you tell me  _ before? _ ”

Matarael froze. “...So maybe I have been a coward,” she whispered. “I have gained and lost, sanity and despair... But I am here now. That is what matters, does it not?”

“Mariko-san...” Homura whispered. “I... I think I understand.”

“ _ Do _ you!?” Matarael hissed. “Your stubbornness... It has served you well, hasn’t it? Despite being a Magical Girl, despite being a lowly human stuffed into an inferior Soul Container, despite a  _ myriad _ of faults and your simple  _ inability _ to let go...”

She sighed. “Your willpower is far greater than mine. You are so much braver than I am.”

“You’ve been… I….” Homura seemed genuinely surprised, losing the image of a stoic badass for the first time and taking a step back before chewing her lip and placing her hand on Matarael’s shoulder, shaking her head and trying to think of something to say. “... I’m sorry. I don’t know how you became tangled up in this mess, but I swear, I’ll fix it this time. I promise. This time, it will all work out.”

"Yes, it will," Matarael murmured. "...Also. For clarity's sake. My name isn't actually Mariko." 

"...It isn't?" Homura asked. She tilted her head. "...May I know what it really is?" 

“Matarael, Angel of Rain, Premonition of God,” Matarael curtsied as she spoke her true name, letting just a hint of her Angelic nature slip out and cause her words to echo with the weight of her presence on the world.

She chuckled mirthlessly and sighed a moment later, taking a step back and sitting down on the folding chair next to Homura’s bed. “And… a coward and a fool. I’ve been astonishingly selfish, but no more. This time, we do things my way. This time… this time no one dies. This time, I know  _ exactly _ what I’m doing.”

“I’ve been collecting weapons from various loops,” Homura volunteered. “I...  _ think _ I can truly beat Walpurgis Night this time around... Oh, damnation, Madoka contracts tomorrow, I have to prevent that...”

“Mami needs to live,” Matarael muttered. “Mami needs to remain sane.”

Homura nodded slowly, then bit her lip and furrowed her brow slightly. “... That’s right… you always were friendly with her before… she seemed to like you a lot no matter what timeline it was…”

“And Sayaka,” Matarael murmured. “She will  _ not _ be allowed to contract. I will  _ not _ let her become a Witch again.”

“She’s friends with Madoka,” Homura agreed. “We can prevent both of them from contracting at the same time. Killing the Incubator is the most prudent option there.”

“That won’t work,” Matarael shook her head, pursing her lips as she pulled a strange red orb from her pocket, twirling it in her hands as she stared out of the window. “The Incubator has an nigh infinite supply of spare bodies to replace himself with. There is no possible way of killing them all without distracting ourselves for far too long. I have a… better idea. But we will need to wait a bit. Wait for the Incubator to be distracted.”

“No, that’s...” Homura rolled her eyes. “I  _ know _ it has spares. I’ve killed them before. What I’m  _ saying _ is that killing one of those at the right moment will prevent Madoka from getting the contract right off the bat, I figured it out on my  _ fourth _ go around. The  _ hard _ part is keeping things like that. Why do you think I keep trying?”

“Either insanity, perfectionism, sociopathy, depression, habit, or some combination of the above,” Matarael responded bluntly, tossing the gem in her hands before just standing up, rolling her eyes again, and hopping out of the window and onto the wall outside. “It makes no difference to me. Go and stop Madoka from contracting if you wish. I need to do as my nature urges and… Harvest… a few souls.”

Homura blinked. "Good... luck?" she offered. 

"Don't need it," Matarael growled. "We make our  _ own  _ luck from now on." 

<>

Despite being determined to change everything this loop, some things remained the same. Matarael hacked into the school records again, introducing herself to Mitakihara as Kuromori Mariko once again- after all, it would be so much easier to stop Madoka and Sayaka from contracting if she were friends with them, now wouldn’t it?

The fact that she desperately wanted to see her friends again had nothing to do with it, honest.

...Who was she kidding. She wanted to see Sayaka again. She wanted to befriend Madoka again. She... wanted to get headpats from Mami again.

“Dammit. Dammit dammit dammit,” Matarael whispered quietly to herself as she approached the school, biting her lip and clutching her bag in her hands as she fell into step with Homura, who seemed quite pleased with herself for some reason. “I’m doing it again… the same pattern again…”

"I rather think you're doing quite well, Matarael-san," Homura replied cheerfully. "You are after all talking to people, right?" 

"I'm falling into my funk," Matarael whispered. "I'm walking here and definitely planning on falling straight into the waiting arms of the first girl you haven't called dibs on, and I have made no progress with my plans... Why are you so smug, Homura?" 

“I had a… good… night,” Homura responded, her smile turning a touch vicious as she flexed her hand into a fist, clenching hard enough to pop her knuckle joints one by one. “It was… very therapeutic. I suppose kicking a small animal to death isn’t perhaps a sign of stability but… well. The Incubator has a lovely target on its back already, so why not use it?”

Matarael rolled her eyes. “A pointless endeavor,” she grumbled. “But eh. Whatever. Let’s... Let’s get this over with.”

The events went by with predictable, depressing familiarity. Matarael introduced herself and sat behind Sayaka.  _ Homura _ introduced herself and subsequently asked to talk to Madoka alone. Oh, no, wait - to take her to the nurse’s office, but Matarael knew what she was about.

“What a useless little lesbian,” she murmured.

Then again, it wasn’t much better considering that Matarael spent the entirety of the class period staring at the back of Sayaka’s head and hoping that the blue haired girl would actually want to be friends again.

But alas, this time around, Sayaka was preoccupied with thoughts of her childhood friend and crush, and had little in the way of thoughts concerning where she was or who was trying to get her attention.

Matarael could only be so thankful that at the very least, Sayaka wasn’t yet a Magical Girl, nor was that little bitch Incubator anywhere close enough to contract with her yet.

As the day passed once again, Matarael found herself drifting in the shadows after Madoka and Sayaka again. Another bad habit. Skulking in the shadows like a stalker in the night. 

Their trail led her to a shopping mall, and from there-  _ wait a damn second.  _

Matarael smelled the duplicitous Incubator from afar. Her fangs bared. Actually, Homura might have had a point - perhaps kicking an Incubator bitch  _ would  _ be cathartic? 

She smiled to herself and melted into the shadows. 

Before the goddamned rat bastard of an Incubator could do anything, before it could approach Sayaka and Madoka and destroy their chances at a safe, happy, normal life, Matarael struck with all the speed of a jumping spider, clutching the panicking white furry thing and throwing it through a small section of shadows and out into a dark, empty alleyway halfway across the city where no one would find them.

“What’s going on?” it asked, seemingly simulating fear but having no emotional response whatsoever- its disgusting, dismal soul had absolutely no changes beyond a vague curiosity.

Matarael didn’t bother giving it a proper response.

“Omae wa mou… Shindeiru.”

“Nani?”

The Incubator exploded into a violent burst of blood and gore, literally splattering all over the walls in a shower of crimson and white, bits of fur and organs painting the wall like chunky salsa as Matarael’s AT Field popped the disgusting creature like a goddamn balloon.

Huh.

That really  _ was _ cathartic.

And oh look, a second body was approaching even now.

"Why, the little parasite wants  _ another~,"  _ Matarael purred. "This  _ humble  _ spider is  _ oh so happy  _ to oblige!" 

"Who is there?" it inquired with its disgustingly squeaky voice. Matarael just gave a  _ very  _ sharp grin. 

No more words were being said that night. 

<>

"You were right," Matarael told Homura by walking out of her shadow and making the girl reach for a gun, "That  _ was  _ cathartic." 

“... It certainly seems so,” Homura deadpanned, looking at Matarael’s blood splattered form in a mix of disgust and appreciativeness. “How many times did you kill the Incubator?”

“Lost count,” Matarael shrugged. “More than a dozen and less than a hundred tho. On the plus side, I kept it far, far away from both Madoka  _ and _ Sayaka, so progress!”

“...did you stalk them or something?” Homura asked curiously.

“Yes,” Matarael deadpanned. “I did. Why?”

“... Just asking,” Homura shrugged in response, putting her gun back behind her shield and looking out over the night sky of Mitakihara. “... Why did you want us to meet here anyway? I thought we were hunting Witches?”

“We are, don’t worry about that,” Matarael snickered as she let shadows engulf her body, clearing away the blood and leaving her pristine once again, now clad in a much more intricate outfit than her normal lolita dress. “But I’m going to try doing this my way- so just sit back, alright? If it works, we’re depriving the Incubator of valuable energy  _ and _ saving the girls that became the Witches. Er- more or less. They’ll still be depressed but that’s what therapy is for, y’know?”

“...How  _ are _ you planning on doing that, anyway?” Homura asked curiously. “You never did so before...”

“The Universe wasn’t complete yet,” Matarael huffed. “Annoying as it was, your little looping trick helped it grow more and more. I wasn’t being facetious when I said this was the last loop. Whatever happens this time around, it’s final. So we must make it  _ count. _ ”

“... Do you mean that we can’t… can’t go back after this?” Homura asked, furrowing her brow in consternation at Matarael’s words. “That… doesn’t make much sense…”

“It does if you have knowledge of higher dimensional astrophysics,” Matarael deadpanned, then shook her head and huffed. “Anyway, follow me. I can sense a Witch popping up now.”

Without another word, Matarael leapt from the rooftop and threw herself into the city, gliding along through the wind as if flying.

Homura took a deep breath and followed after. 


	12. Time To Change Things Up

"Oh you are  _ kidding me!"  _ Matarael spat. "Heads up, Homura, our  _ friends  _ have somehow gotten tangled into the Witch's barrier, so we have  _ that  _ to look out for, too!" 

“... That… is not good,” Homura stated, chewing her lip as she followed Matarael, the two of them bursting into the barrier at a hurried pace, just in time to see a massive, serpentlike creature looming over Mami with the intention of biting down and-

“NO!” Matarael screamed, lashing out with her AT Field harder than she’d ever gone before, filling it with all the desperation in her soul as she slammed the world’s metaphorical stop button and everything went  _ gray _ .

Time had stopped. Just inches left before Mami’s head could be severed from her neck.

Matarael breathed a sigh of relief and  _ moved _ , blurring through the shadows as she carefully extricated Mami’s head from between the thing’s teeth- shuddering the whole time due to the sheer depths of insanity and despair the creature held- and left a shining, shimmering Core in its place.

Her fingers twitched lightly as the orb left her hands, clicking against the orb as the universe itself seemed to nudge her actions and press the Core in a certain way.

Reality took hold moments later, the creature continuing its lunge and whooshing past the two girls with a rush of wind and a shriek of surprise as it swallowed the core.

Mami gulped, trembling from the shock of almost dying.

The Witch’s barrier glowed brightly, as if a new sun was being formed…

Right before the entire barrier shattered into nonexistence, flinging itself into shards of fading reality as the clown-like serpent  _ screamed _ , glowing brighter and brighter and brighter and brighter and-

The oppressive field of despair died away moments before the light faded, leaving behind an unconscious girl lying on the ground, curled up in the fetal position.

"What the fuck," Homura decided, staring over at the scene with an incredulous expression. "Did... Did you just steal my schtick?" She looked down. "...What the fuck is that." 

"What... used to be the Witch," Matarael panted. "I told you.  _ My way _ ." 

“... That’s a little girl. You turned a Witch into an eight year old  _ child _ ,” Homura deadpanned, completely unable to believe that this tiny, white haired, cat ear hood wearing girl lying unconscious on the ground was previously a Witch that was about to  _ end the life of one of her friends _ .

Well, Matarael’s friend. Mami didn’t much like Homura in the latter half of the loops, which was…

A little sad. Homura used to like Mami.

“No, I turned the Witch  _ back _ into the eight year old child it  _ used to be, _ ” Matarael corrected. “I’m correcting that horrendous Cycle, keep up, Homura.”

“Witches... were Magical Girls?”

“Oh god,” Matarael sighed, walking over to Mami and smacking her gently across the head. “No. Bad Mami. No murder.”

“Ow!” Mami yelped, holding her head and pouting up at Matarael with a quiet huff. “What do you mean  _ murder!? _ Why would I murder anyone!?”

“... Let’s just leave that conversation for later,” Matarael answered after staring at Mami for a few seconds, coughing awkwardly into her hand as she walked back to the still unconscious girl and picking her up in a princess carry. “Anyone feel like adopting an eight year old Magical Girl? I mean, she’s technically already mine but I just wanna know if anyone here happens to need an emotional support baby, cuz lil Nagisa here definitely needs an emotional support mommy.”

“You’re handling it well,” Homura drawled, before looking towards the other pair. “Madoka. Sayaka. Are you two okay? I came as fast as I could.”

“I’ll bet,” Matarael snickered from over there.

“Shut up,” Homura sighed, raising her middle finger in the general direction of Matarael, only to immediately retract it the moment the little girl in Matarael’s arms started stirring.

“... Mommy…?” said girl asked, blinking sleepily as she opened her eyes and stared up at Matarael. “...where’s… my mommy? Who…. who are you? I… a-are you my… my sister…?”

Matarael looked at the little girl in an expression resembling horror. “...You know what, sure, I’m your sister,” she decided. The Angel looked around, from the pitying gaze of Madoka to the amusement of Homura to the... longing... face of Mami...

“Here,” she decided, thrusting little Nagisa to Mami’s arms. “She can be your mommy.”

“.... I… erm-?” Mami stared down at the child in her arms, chewing her lip before immediately hugging her tight, almost sobbing as Nagisa returned the hug. 

Both of them started sobbing moments later, though. Matarael didn’t pay too much mind to it, though, since they seemed to be happy tears instead of sad. Which was… kind of a welcome relief, since Mami usually went  _ completely fucking nuts _ if she didn’t have someone to care about.

“Right,” Matarael muttered. “There’s  _ that _ crisis averted... What else is left...”

She shrugged.

“<>!”

“What the  _ Hell _ was that?” Homura asked, looking extremely disturbed. “What the fuck just happened- where did everybody- Matarael, what did you  _ do? _ ”

“... Huh. I guess the fact that we were stuck in the same time loop for so long made it so you stayed with me across scene breaks,” Matarael blinked slowly, looking around at the still night time city, humming to herself as she idly grabbed Homura by the collar (ignoring her yelp of surprise) and skittered up the nearest wall to survey the rooftops. “What we’re doing here, by the way, is simple. I just need a good vantage point to do something… hm. Well. A little experimental.”

“Is the city going to stay intact?” Homura asked carefully.

“I mean it  _ should _ ,” Matarael shrugged, holding up a Core in her hands and poking at it with one eye screwed shut, sticking out her tongue as she modified it heavily. “This lil baby is gonna be programmed to seek out Witches and turn them back into humans- or, well. Magical Girls running off an energy source that  _ isn’t _ directly programmed to turn them into eldritch abominations once they hit a critical despair threshold. Only problem is, I have no idea if it’ll fix their sense of self or if they’ll be stuck in a despair loop forever without intervention.”

“That sounds like a very major unknown to base the whole thing on,” Homura cautioned. “Shouldn’t you test it? Or at the very least, use some sort of a control group?”

“Probably, but that’s why we’re up here- tell me, can you sense any Witches around?” Matarael asked, stretching out her own Soul and pinging the local area, pursing her lips as she continued fiddling with the Core in her hand with a pair of spidery legs stretching from her own Core pendant.

Homura concentrated for a moment. “Oddly, no. Also, what the  _ fuck _ are those things.”

“These are my legs? I don’t see what’s so shocking abou- oh right, you don’t know what I really am, do you?” Matarael asked rhetorically, waving her legs about for a moment before retracting them into her Core. “Well, little Nagisa seems to have been the only Witch active today in this city. Perhaps we’ll find some more later. If not, though, well- all the slain Witches end up as part of Walpurgisnacht anyway, so if I shove a special Core into that monstrosity all of the souls making it up will split apart anyway.”

“They end up  _ what, _ ” Homura deadpanned. “How would you even- what- how could you possibly  _ know _ that- wait just a damn second.”

The magical girl started shaking. “So you’re telling me that every time I cleared the city of Witches so that Madoka wouldn’t be caught in a Barrier again, I made the Walpurgisnacht battle  _ even harder _ for myself?”

“‘Fraid so,” Matarael nodded. “Please don’t ask me how I figured that out.”

Homura glanced at the Angel. “...was it Oktavia? It was Oktavia, wasn’t it.”

Matarael fell silent for a few seconds, her light and easy expression falling into something darker as she bit her lip and tried very,  _ very _ hard to remember what her therapists had told her about the bad feelings. Breathe. Breathe. Breathe. It happened in the past, Sayaka is still alive. It happened in the past, work through it and remember the good times-

“It was Sayaka, yes,” she spoke up after a few moments, her smile returning again as she looked over at Homura, expression as brittle as cracked glass. “Over and over again… always Sayaka…”

  
Homura  _ sighed. _ “Yes,” she murmured. “I know. I’m... sorry. But hey, at least this go around, the final go as you put it, we’ll prevent it, won’t we?”


	13. What's In a Social Interaction?

“What do you MEAN Sayaka’s a Magical Girl now!?”

“She contracted some time last night, I would presume,” Homura deadpanned dryly, taking in Matarael’s near incandescent rage with a cool expression of her own. “While we were distracted by your experimentation. There _were_ several hours in which she was left unattended, though thankfully those same hours were not used to contract with Madoka.”

“Small mercies,” Matarael decided. “You know what, no. I’m not waiting on it anymore. Where are my Cores? Sayaka joins the Family _now_ , before she has any chance to fall into despair...”

“Plenty of time to do so today,” Homura murmured, motioning at the school building as they approached. “If you wish, I doubt that Sayaka would object to you dragging her away to some private corner of the school.”

“Finally _actually_ snog Madoka,” Matarael snapped, “and _then_ come ribbing, _Homura._ ”

“... I _did_ . Once or twice… or a dozen times. In a few past resets,” Homura huffed, crossing her arms and looking to the side, petulantly stomping her foot as she did so. “So you might as well get on with it and romance her away from her crippled childhood crush already. I _know_ you’ve been mooning over her the moment you actually met her.”

Matarael landed a hand onto Homura’s shoulder, smiling pleasantly. “Oh no no no, little Homura. We’ll _both_ go to them, and _you’ll_ get to ask out Madoka _today._ It’s only _fair,_ isn’t it?”

“... Very well,” Homura immediately nodded, walking forward into the school and leaving Matarael behind with a cool, stoic flip of her long hair. “Shall we?”

“... Right, obsessive desire to be with Madoka,” Matarael muttered, slightly disappointed that she couldn’t stall using the reaction she expected out of Homura. “Dammit… Well, I guess I had to stop being a coward at some point…”

She sighed. “You know what, fine. Homura! Wait up!”

Matarael ran after the magical girl, silently indulging in her ‘normal girl’ urges for just the moment.

Class was the only real obstacle she had to get through in order to preemptively save Sayaka’s soul, and so she entered the classroom and sat down in her usual seat behind Sayaka, surreptitiously slipping her a note before roll call in asking Sayaka to meet her on the school roof later during lunch.

After that, all she had to do was wait.

And wait.

And wait some more.

Answer a few questions when asked by the teacher.

Stare out the window and-

“Finally!” Matarael muttered as the bell rang for lunch, immediately grabbing Sayaka’s arm and leading the other girl through the halls, with barely more explanation than a quick and appropriately mysterious, “Come, brave Knight, I have something of great importance for you.”

“Kuromori-san!” Sayaka protested. “What is it? Why the hurry?”

“I heard tell that you sold your soul to the Devil,” Matarael muttered. “And as a divine instrument of God, it falls to me to save it, ‘fore you fall into the pit of despair and leave me forever...”

“... I- what?” Sayaka squinted at Matarael, tilting her head as she tried to parse the other girl’s words. “... Okay hang on… er… souls, devil… do you mean me being a Magical Girl? But… what does that have to do with being an instrument of God or- is this a religious thing or a cryptic thing?”

Matarael just blinked at Sayaka’s confusion, belatedly remembering that this Sayaka in front of her didn’t quite have as much experience with Matarael’s weirdness as previous version did. 

“... I suppose I’ll have to drop the act then,” Matarael sighed, shaking her head regretfully. “Long story short, Magical Girls inevitably turn into Witches thanks to the stupidly broken and fucked up method of containing your souls and that little rat motherfucker Kyubey harvests the energy of a Witch’s death for some reason I can’t possibly fathom, but is probably related to having infinite power or something because that’s _always_ what it is. My true name is Matarael, I’m part of a race of beings called Angels- no, not literal heavenly angels, it’s just the name- and I can prevent that from happening to you by adopting you into my family. Understand?”

“Not really,” Sayaka confessed. “...what?”

“Here just-” Matarael sighed and immediately grabbed at the ring that held Sayaka’s Soul Gem, clasping her hand around Sayaka’s and lifting it in an almost tender fashion before pressing a newly formed Core directly to the ring and-

“Ah!”

Sayaka yelped as she began glowing brightly, twitching and squirming in place for a few moments as the ring on her finger disappeared, only for her to clutch her belly button in surprise. 

“Wh- what the-?” Sayaka muttered, poking and prodding the lump that had appeared over her belly button before slowly lifting up her shirt a few inches to find… “... Mari- er, Matarael-san… why is my Soul Gem red…?”

“Not a Soul Gem anymore,” Matarael muttered. “Soul Gems are an _inferior_ and frankly _stupid_ way to harness the power of the Soul, you know. _This_ is a Core. It’s a physical representation of a true sixteen-dimensional Soul. A plus side, no despair!”

She then grabbed Sayaka’s shoulders. _“No but seriously, why did you make that contract in the first place?”_

“I- er- um… I just… I just wanted Kyousuke to be healed!” Sayaka squeaked out, hiding her face in her hands and trying to not blush in what was almost certainly a mix of embarrassment and a slight bit of terror at Matarael’s sudden intensity. 

"Of all the-" 

Matarael broke off and let out a _deep_ sigh. "...Out of curiosity, how healed is he?" 

“... He… um… has his arms back… but he still can’t walk…” Sayaka muttered, poking her fingers together and letting out a whine of disappointment. “I um… may have worded my wish badly…”

Matarael sighed. _"Right._ Well, your Concept seems to be geared towards Healing, so we can probably figure something out, but _really,_ he manages to be _such_ a source of despair for you somehow anyway so why even..." 

“I just… well…” Sayaka continued blushing, poking her fingers together and making Matarael sigh in response.

“Sayaka. Honey. Light of my life and the reason why I bothered coming to school this morning-” Matarael gripped Sayaka’s shoulders again, looking the blue haired girl in the eyes and impressing the seriousness of her words upon her friend with all the weight of the world. “Kyousuke Kamijou is not worth it. I know this for a fact. I have been through _countless_ iterations of this month thanks to Homura’s time warping bullshit and _every single time_ you make a contract because of that idiot boy, you end up _turning into a Witch_ because of it.”

Sayaka's brow furrowed. "Light of your- Matarael-san, are you _jealous_?" 

“More than a little bit, yes. Why do you ask?” Matarael quirked her head to the side a bit, rolling her eyes almost sarcastically. “Kyousuke’s not worth it, Sayaka. Unless you directly go confess to him the moment he gets out of the hospital the only thing that’s going to happen is he’ll start dating Hitomi and you’ll get depressed and if it weren’t for me dragging you up here you’d end up turning into a Witch thanks to the latent abandonment issues you have. Don’t try and pretend you don’t have those, I’ve been your friend for like twenty years of looped time thanks to that idiot Homura.”

"...Except I have known you for only two days," Sayaka pointed out. "All those revelations you're pouring onto me... Can I have a week or so digest those?" 

“... Fine. But I’m still warning you that Kyousuke’s not worth crushing over unless you actually work up the nerve to confess,” Matarael huffed, frowning a bit before turning away and staring out into the middle distance. “... Also, there’s a little area under the highway where us Magical Girls are gonna be gathering to do some training after school- the one that’s closest to school, you know the one. You can’t miss it, really, if you look for it.”

“I’ll take a look,” Sayaka promised.

<>

“Why doesn’t she like me?” Matarael demanded though a spoonful of ice cream. 

They were in Homura’s apartment. Matarael was sprawled over the nearest surface with a half-empty carton of chocolate ice cream on her lap and several empty ones strewn around.

Homura was sitting in a chair, head in hands, and shaking in a manner that suggested either pure exasperation or veiled amusement.

“It’s probably because you’ve been forcing yourself on her like a particularly pushy stranger,” Homura sighed, smirking at Matarael and sticking out her tongue. Beneath the immediate indignation of being teased, Matarael was actually secretly a bit glad that Homura could at least still be childish after all they’d been through.

Not that she let it show.

“Fuck you,” Matarael huffed, shoveling more ice cream down her gullet and groaning. “We hit it off so well all those other times! And this time she’s… she’s… she’s still stuck on that rat bastard Kyousuke, who doesn’t even appreciate her! All he ever did was yell at her for all the times she tried to make him feel better anyway!”

“Those other times you didn’t immediately tell her you were from a time loop and in love with her,” Homura groaned. “How am _I_ somehow better at social interaction than you are? I started a time loop because I was gay! What the Hell is your excuse?”

“It worked out fine when you did it!” Matarael snapped, chucking her spoon at Homura, who snatched it out of the air and threw it back, making Matarael yelp as it bonked her in the forehead and bounced back into the tub of ice cream. “Ow!”

“It _worked out fine_ when I did it because I respected Madoka’s boundaries that first loop and didn’t immediately push her into a romance!” Homura responded, visibly fed up with Matarael’s idiocy. “How are you more of a disaster lesbian than I am!? I’ve been _FOURTEEN_ for TWENTY YEARS and somehow you, you absolutely idiotic Angel who’s apparently not even fourteen but have been alive TWICE as long as I have, are still so much dumber than me!”

“I’m _TRYING, OKAY!?_ ” Matarael yelled back. “You lot are literally my first social interaction with normal humans! What the fuck are you expecting, _competence!?_ ”

“... Well, when you put it like that,” Homura sighed, sipping a cup of tea and shaking her head. “I suppose the situation is still salvageable. Possibly. If you restrain yourself and take it slowly and try to be her friend first. And, side note, I cannot _believe_ I’m the one telling you this.”

Matarael groaned. “But that suuuuuucks,” she complained, flopping onto the floor.

Homura rolled her eyes.


	14. Of Angels And Stuff

“Ah- Mariko-san?” Mami spoke up quietly, chewing her lip thoughtfully as she held the diminutive, plushy shaped form of Nagisa in her arms, looking a bit nervous as she brought Matarael to the side of their little magical girl gathering. “Can you um… explain why Nagisa made my soul gem turn red? It’s… a bit strange… It doesn’t feel like how it normally does…”

Matarael blinked, casting a glance at the tiniest Angel. The little one waved excitedly. 

"Congratulations, Mami," she said, smiling. "You're officially her mommy now - on a related note, welcome to the Family, littlest sister!"

“... But I’m older than you? And… what do you mean I’m officially her mommy?” Mami asked curiously, squeezing Nagisa gently and patting her head with her free hand, as if the tiny Angel was a stuffed animal.

Which, considering her current appearance, she might as well have been.

"Yeah, I don't make the rules," Matarael snarked. "You get adopted to the Family, you're automatically the littlest sister. Nagisa decided to adopt you directly into the Family, so she's technically your older sister even though she clearly decided that you're her mommy. Seriously," Matarael added, patting Mami on the shoulder, "don't think too hard about it." 

She looked left and she looked right. "...and while we're here and out of the way, can I have some headpats again, Mami? I miss those..." 

“Of course,” Mami nodded, taking Matarael’s explanation in stride and almost visibly pulsing with some kind of quiet happiness as she patted Matarael’s head- this close to each other, Matarael could easily feel just how  _ happy _ Mami was about having a family again- not only someone to care for and mother in Nagisa, but people who would care for her if she asked in the rest of the family.

That - Mami patting Matarael’s head as the latter practically  _ purred _ \- was the scene Sayaka Miki walked in on, did an about face to, and walked back out on, making a beeline for Homura instead. 

" _ What  _ is going on there?" she whispered furiously at the older Magical Girl, gesturing towards... whatever was happening. Well, whatever it was that was happening behind her.

“Matarael is touch starved, halfway insane, and desperately needs someone to mother her,” Homura deadpanned, shaking her head and gently patting Sayaka’s shoulder. “I have no idea how she’s still functional, considering that  _ I’m _ almost the same way, except I have depression instead of needing a mom.”

Sayaka looked back at the sight. "Well, she isn't, is she?" the knight asked rhetorically. "Functional, I mean. I get the distinct impression that she's always been a gremlin. That doesn't explain why Mami is going along with it though...?" 

“Mami is desperate to feel like she can be a mother to the people around her and to make meaningful connections so she’s not alone,” Homura answered, then huffed and rolled her eyes. “Magical Girls are… well, if they’re not dead then they’re certainly  _ extremely _ fucked up. You, as far as I remember from the timeloops I’ve paid attention to you, have severe abandonment issues. Like, to the point that the moment that your crush moves on from you, you immediately turned into a Witch.”

"So," Sayaka murmured, wilfully ignoring the last part of Homura’s statement, "the time loops  _ were  _ actually a thing. That's... Hm. Why do you think they're not a thing  _ anymore,  _ Homura-san?" 

“ _ I _ don’t know a thing. Matarael says that the universe itself feels like whatever happens now is permanent,” Homura scoffed, crossing her arms as if she still couldn’t believe what Matarael was saying despite the fact that she was more or less right about everything else.

"I...  _ see,"  _ Sayaka said, looking faintly disturbed. "I think... I will..." 

She walked away from Homura, and towards Matarael. The looping Magical Girl tilted her head. "This might as well happen," she murmured, ceasing her shooting practice and heading in that direction herself. 

"M-Matarael-san?" Sayaka asked carefully. 

The girl in question turned heavily lidded eyes towards the Magical Girl, a lazy smile on her face. "Heee~ey," she drawled, leaning back into Mami's touch as the latter started to remove her hand. "What'cha do~ing?" 

Sayaka blushed. "Right now, I feel like I'm intruding," she deadpanned. "Should I come back later?" 

“No no, stay awhile~!” Matarael giggled, continuing to hold Mami’s hand against her head for more scritches and headpats even as she devoted her full attention to Sayaka. “What can I do for my dearest shining knight?”

“Well, I...” Sayaka rubbed her arms. “Look, Matarael-san, I know you’re a giant mess, and that you really have no idea how to act around people at all-” she glanced towards Mami, who simply shrugged- “so I can accept that declaring your everlasting love was... not done with the intent to freak me out.”

Matarael’s smile widened. “So you’ll love me back, my lady knight?”

Sayaka sighed, pinching the bridge of her nose. “We’ve  _ still _ only just met,” she groaned. “But I can spend time with you and see where that goes, okay?”

“Good enough for me!” Matarael cheered, immediately leaping forward and ensnaring Sayaka in a tight, joy filled hug that simply radiated warmth to a degree that even the lingering chill of late March was driven away by the sheer  _ happiness _ spilling out of Matarael’s soul and out into the physical world.

Homura snickered. “Congratulations, Sayaka, you have a proto-girlfriend,” she snickered.

Sayaka flushed. “Oh go snog Madoka already!” she snapped back.

“Actually, I think I will,” Homura snickered and leapt away, leaving Sayaka standing there with Matarael clinging to her much like a limpet, while Mami just stood there and held onto Nagisa.

“...Help?” Sayaka asked nobody in particular.

<>

“So… this is Mitakihara, huh?” Kyoko murmured quietly as she stood upon a high spire, looking down over the vast city before her as she chewed on a stick of pocky. “Quiet place… doesn’t explain why there're so many goddamn Witches, though…”

"Magical Girls have been disappearing," Kyubey told her. "Something is happening here that I don't understand." 

“Disappearing  _ how?” _ Kyoko asked, looking down at the cat thing as she picked it up by the scruff of its neck and leapt from the spire, landing easily on a rooftop far below before returning to street level so she could drop her transformation and wander into a nearby convenience store for a cheap meal. “Magical girls don’t just disappear- they either  _ die _ or they run off to somewhere else so they stop competing for territory.”

“Unknown,” the little Familiar responded. Worryingly.  _ It _ didn’t sound worried, but Kyoko was worried in its stead anyway.

How troubling.

Still, as long as whatever was disappearing those girls didn’t come for her, Kyoko didn’t have to worry about a damn thing except keeping herself fed and finding a place to sleep every night.

… Then again-

“Hey-” she muttered, looking down at the little cat thing as she stared out over the city again, feeling the familiar burn of another Magical Girl’s energy signature against her own. “I thought you said that the Magical Girls were disappearing? So who’s energy signature am I feeling right now?”

“Unknown,” Kyubey declared. “Please investigate?”

“Yeah yeah, I’m on it,” Kyoko sighed, letting the familiar sparkles of her transformation adorn her in her crimson dress once again and leaping off into the sky on a direct beeline towards… whatever it was that was giving off that energy.

As she approached, she began to feel  _ more _ energy signatures, feeling superficially similar to a Magical Girl, but just about different enough that she was starting to understand what Kyubey meant.

“Huh,” she declared, alighting on a ledge and looking down.

The group below looked like a perfectly normal group of Magical Girls, with two exceptions.

One, that looked distressingly like a Witch, yet was held in the arms of a Magical Girl as if it were a  _ baby. _

And another, who looked like a Magical Girl, but skittered around in a  _ very _ disturbing manner.

“Well, Kyu, we have our unknown,” she declared. And  _ yelped. _

Kyubey was gone from her shoulder, impaled to the  _ skyscraper behind her _ with something huge, and black, coming out of the skittering Magical Girl. No, coming out of her  _ Soul Gem. _ Was that a... spider leg?

“Yo what the  _ fuck!?” _ Kyoko screeched, flinging herself away from the spider legged  _ thing _ disguising itself as a Magical Girl, only to end up stumbling over her own two feet and landing right in the middle of the group seconds later. “What the  _ fuck _ is that!?”

“‘That’ has a  _ name _ and it’s Matarael,” the  _ thing _ replied, taking a moment to  _ hork _ something into a water balloon and throwing it at Kyubey. 

Kyoko’s eyes widened as the catbunny  _ melted _ from what looked like a  _ very _ strong acid. She immediately jumped back by several feet and readied her spear.

“What the  _ fuck!?  _ What is going on here!?” Kyoko shouted, trembling as she pointed her spear at everyone in turn, taking shaky steps back as she tried to find a route to escape from this crazy bunch of weirdos… and Tomoe???? “Tomoe-san!? Is that you? What the  _ hell _ is going on here!?” 

“We don’t mean you any harm, Sakura-san,” Tomoe responded evenly. “The Incubators, however, are not allowed in this city. They need reminders.”

“Yeah, fat chance that’s true when there’s a weird spider lady right there!” Kyoko snapped, pointing at Matarael with a jittering finger, taking a few more steps back as said Angel stepped forward and… held up a still warm plastic bag of KFC?

“If I remember correctly, the easiest way to get you to do anything is to bribe you with food,” Matarael deadpanned, shaking the bag slightly. “I’ve got an entire eight piece bucket in here with biscuits, mashed potatoes and gravy, and a large pepsi. If you sit down, shut up, and listen to what we have to say, it’s yours.”

“...I’m listening,” Kyoko said.

<>

“... Lil fucker shoulda  _ stayed _ melted,” Kyoko grumbled, several hours and  _ many _ buckets of chicken later, stomping on the sticky red puddle that used to be  _ several _ of the Incubator’s puppet bodies as she shook her fist at the white cat’s rapidly retreating form, crumbs staining her mouth, hands, and dress from the veritable massacre she’d visited upon the hapless buckets that Matarael had offered her. “Bastard cat. And to think I actually thought it was  _ cute _ .”

“That seems to be the consensus,” Homura agreed, leaning against a wall. “I think its appearance is a deliberate affectation to instil a sense of... of...”

“‘Don’t kill me I’m cute’?” Matarael deadpanned. “Probably. I absolutely wouldn’t put it past it.” 

“I still think there’s  _ got _ to be a better way to get rid of that thing than just killing its expendable bodies,” Sayaka sighed, rubbing her forehead and leaning against her sword, which she’d planted into the ground blade first. “Can’t you like, I dunno, kill its soul or something?”

Matarael swallowed. "We...  _ could,"  _ she agreed, "But... I'm not sure I'm capable of that. It's just....  _ too  _ evil. I'm sorry, my Lady, but I just can't." 

“.... So  _ now _ the crazy acid spitting interdimensional anomaly has morals,” Kyoko deadpanned, grumbling as she took a napkin from Mami and wiped off her boots, grumbling about the mess the Incubator had made on them. “News flash, lady, I’m pretty sure killing its soul is the same kind of thing as killing someone normally.”

“No it isn’t!” Matarael shot back, scowling. “Killing someone’s body leaves their immortal soul alive and, with a fitting receptacle, enables eventual resurrection! Vanquishing your  _ Soul, your very culmination of being... _ ” She shuddered. “Not even Gendo Ikari would do that!”

“... Yeah I’m starting to think that Kyubey bitch deserves it,” Kyoko deadpanned, pointing at the pile of gore she’d been stomping around in. “Y’know, considering that apparently he’s been  _ making magical girls since the dawn of time _ .”

“...we’ll see,” Matarael muttered. “We’ll see.”


	15. Talking Heads

“How in the hell are  _ all _ of us in the same class? Mami’s a year older than us!” Kyoko asked one day during lunch, the six of them sat in a loose circle on the school rooftop while Madoka mostly just looked around awkwardly and tried to pretend that she fit in with a group of magical girls (and one interdimensional spider abomination) when she was just a normal girl.

“Actually, I’m in a class above you,” Mami noted. “The administration is just... surprisingly lax.”

“I’ve been hacking the school records to add myself in since loop  _ one, _ ” Matarael deadpanned. “Honestly, this place just doesn’t care.”

“It  _ is _ kind of odd that they would hire Saotome-sensei… not to be rude but she’s… well,” Sayaka made sort of a motion with her hands, flipping them around to emphasize her point. “Kind of an airhead. And… not very good about teaching.”

“She does care about her students,” Matarael murmured. “I... stalked her once or twice during the loops. She cares, just... doesn’t know how to show it.”

“I think she’s nice,” Madoka spoke up finally, throwing her own two cents into the pile as she shrugged. “Some of her rants have decent advice in them. If you look at the right places.”

“I’m  _ still _ amazed at the  _ glass boxes, _ ” Matarael muttered.

“If that’s all, can we please return to the actually important part?” Homura asked, pinching her brow as she tapped the crimson orb embedded into the back of her hand for emphasis. “Witches are becoming more common these days. Either because we’re running out of time before Walpurgisnacht arrives, or because the lack of us killing them is drawing them here. Matarael, have you finished your tweaks to your supply of Cores yet?”

“More or less,” Matarael agreed. “I have a few of them looking around for Witches right now, actually, as a preventative measure, but I’m not sure how well they hold up. Eh, we’ll see.” She shrugged. “I did remove the ‘add to Network’ feature though.”

“... What does that even do?” Kyoko asked, raising an eyebrow as she fiddled with her new Core- which, given that it was already red, didn’t really look that much different from before, though it was more spherical now. “I mean, y’know, other than turning them back into people.”

“You got a full Core,” Matarael explained. “You’re a Greater Angel like the rest of us, with all of the benefits that apply. The Lesser Cores I’m making right now, on the other hand, won’t give any of the benefits aside from maybe a slight power boost, and have a ‘free from curse’ clause to boot.”

“And it keeps the family tree from getting too big!” Nagisa pointed out, popping out of Mami’s bag in her usual plushie form before growing into her full size and plopping down into Mami’s lap. “It’s really big already….”

“I’ve always wanted a big family,” Mami confessed. “How bad could it be?”

She froze a moment later as she pulled on the Angelic knowledge in the back of her mind, her already pale face turning an ashen white as her smile dropped and her arms went limp. “... That is  _ far _ too many names.”

“Yeah how do you think I feel considering I have to live with them,” Matarael deadpanned.

“...do you need a hug or...?” Mami probed.

“I need  _ many _ hugs. Actually all of us need hugs. And therapy,” Matarael paused and pointed at Madoka, who suddenly seemed very interested in her own hands. “Including you, pinky. I know you’re depressed. I’ve been through this month a hundred goddamn times already and that rat bastard Incubator only goes after girls with severe mental health issues.”

“...But I’m fine,” Madoka protested. “Honestly! I just want to do something good in the world!”

“No, you’re not,” Sayaka deadpanned, laying her hand on top of Madoka’s. “Maybe it’s the fact that my brain is connected to an absolute ocean of mental issues in the form of an extended family now, but- Madoka… I mean this in the nicest way but…  _ no sane girl would tag along to a magical girl fight without superpowers _ .”

“... _ you _ did,” Madoka offered feebly.

“And I’m a bastion of sanity since  _ when? _ ” Sayaka deadpanned. 

“I thought you were sane!” Madoka protested.

“I HAVE SEVERE ANXIETY AND ABANDONMENT ISSUES!” Sayaka roared back.

“.... I feel like that’s kind of normal,” Kyoko pointed out idly, wincing a bit as their planning session turned into group shout therapy. “Considering that out of  _ six _ of us, we all either have anxiety, depression, abandonment issues, trust issues, or some unholy combination of those things. The only reason I’m not counting Matarael is because she’s not actually a Magical Girl.”

“I could be if I wanted to,” Matarael huffed.

“You went through all those loops  _ alongside _ me and didn’t look for common ground  _ until now, _ ” Homura deadpanned. “You have enough issues that you’ll fit right in.”

“Yes well, unlike all of you, most of my loops were spent getting therapy,” Matarael shrugged, then paused and frowned. “.... Wow, considering that I’m still kind of depressed and fucked up even after twenty years of looping, I must have been  _ really  _ fucked up when I started.”

“That’s probably a  _ trend _ around here,” Homura snarked.

“Shush, you,” Matarael huffed.

“Can we  _ please  _ get back on track here?” Kyoko asked, groaning loudly and very much wanting to push the trauma talk off for another time. “Like what we’re  _ actually _ gonna do about Kyubey?”

“We do need some way of neutralizing it without spending a fucklong time genociding a merciless alien race,” Matarael mused. “I may have an idea, but I’m not sure how well it could succeed...”

“Well, I suppose in the meanwhile, we can keep the Witch population down as much as possible- we may need to take some absences from school, especially if we want to expand beyond Mitakihara,” Homura mentioned, tapping her chin and frowning. “If what I’ve learned over the last loops is correct… outside of Mitakihara, Witches are even  _ more _ plentiful.”

“School is useless,” Matarael declared flatly.

“I think it’s okay,” Madoka muttered, frowning at Matarael. “It’s nice learning new things all the time.”

“Two of us have been in a time loop for  _ years, _ ” the Angel deadpanned. “There’s nothing that  _ school _ could teach us - and now that most of you lot are Angels too, the Network is a  _ far _ superior teaching tool to Saotome-sensei’s ramblings.”

“I mean, social interaction is important too,” Sayaka pointed out, then paused and chewed her lip. “Pot calling the kettle black here, but I get the feeling all of us would be a lot better adjusted if we’d actually had more friends instead of isolating ourselves on a rooftop.”

"We're not exactly swimming in options here," Matarael pointed out. 

“Well,  _ you’re _ not,” Sayaka huffed. “Madoka and I were doing just fine before all this happened. Well. Y’know. Other than the anxiety. And depression. And abandonment issues. Er-”

“... I was doing fine until my family died and I was abandoned in a hole for nearly a week,” Mami shrugged. “Then again. I was abandoned in a hole. For nearly a week.”

“We’ve heard,” Homura deadpanned. 

“I suppose it’s a good thing you’re talking about it, at least...” Matarael mused.

“I think we all need therapy. Or a bucket of weed,” Kyoko sighed, pulling yet another bento box (her sixth one of the lunch period) out of her bag and shoveling it down her throat as if she were a ravenous black hole. “I know my situation sucked from like, day one.”

“I supposedly have a cousin now who grows  _ ridiculously varied _ amounts of weed,” Matarael admitted. “No idea how transit would work, though.”

“... Hm. Maybe later then,” Kyoko muttered, then shook her head and sighed. “Hey, y’know how you’re making those Lesser Cores? What happens if you shove one in Kyubey? D’you think he’d explode?”

“Probably not,” Matarael groused. “Lesser or no, those things have a  _ very _ high yield, and the Yuis stuffed them chock full of safeguards for a  _ reason. _ We used to actually  _ explode _ when we died, you know...”

Kyoko froze, then looked down at her own Core. “... They uh… don’t do that anymore, right? Cuz I don’t wanna blow up.”

“Not even if you die,” Matarael assured her. “As I said.  _ Full _ of safeguards.”

“Oh, good,” Kyoko breathed a sigh of relief, leaning back with her hand on her chest. “Blowing up sounds painful.”

“I wonder if you could breach some of those safeguards to deal with Kyubey…” Mami muttered, squeezing Nagisa gently and staring off at nothing. “Cause him and his entire species to explode.”

Homura reached over and gently bopped Mami on the head with a newspaper. “No,” she intoned. “Bad Mami. No murder.”

“I’m pretty sure in this case it’s pretty justified,” Sayaka rolled her eyes, watching Mami whine and rub her head. “But whatever.”

“ _ Sweet precious Mami turning murderous is the last thing I want to see in this timeline, _ ” Homura and Matarael said simultaneously, before turning to each other and blinking in confusion.

“... I have to admit, I kind of have a hard time imagining Mami as actually murderous…” Kyoko deadpanned, waving a hand at said blonde to punctuate her point. “I mean, look at her! She’s like, the softest looking person here that isn’t a literal child.”

“I’m right here you know,” Nagisa pointed out, pouting adorably in her shrunken form as Mami clung to her even tighter.

Homura and Matarael exchanged pained glances. “How ironic for  _ you _ to say that, Kyoko,” the latter remarked dryly.

“... Why? What’s ironic about it?” Kyoko asked, staring between the two of them with slowly growing concern. “.... Wait, did Mami murder me in a past timeloop or something?”

“Or something,” Matarael deadpanned, just as Homura responded with a blithe “about one in twenty loops”. The Angel turned to  _ stare _ at the Magical Girl.

“...You kept  _ count? _ ”

“...It’s quite difficult not to when it happens so often,” Homura sighed.

"...Can we talk about something else now?" Mami pleaded, looking quite a bit green. " _ Anything _ else?" 

“Yeah, let’s just- let’s change the subject,” Kyoko murmured, pointedly looking away from Mami with a pale face. She shuddered and opened her mouth again, only for something that wasn’t sound to bubble forth instead of her words.

“<>!”


	16. Gambit Pileup

Imaginary epic chorals were echoing through the empty streets of Mitakihara.

Wind was whipping through the hair of six Magical Girls and Madoka, watching grimly at the stormy skies. 

“The loop is entirely too short,” Matarael murmured bitterly.

“We’ve been looping the karmic destiny of the universe for twenty one years,” Homura deadpanned. “Things build up, apparently.”

“... We’re all like- not gonna die from this, right?” Kyoko asked awkwardly, lifting her spear and pointing it at the massive- even larger than usual- form of Walpurgisnacht as the conglomeration of Witches descended from the clouds in a mad spiral of laughter and death. “Or at least- not permanently?”

There was a suspicious lack of answer from either Homura or Matarael.

“.... That’s the least comforting answer you could have possibly given- Alright, fuck it. Let’s do it anyway!” Kyoko shook her head and immediately launched herself into the air, attacking Walpurgisnacht with a mighty beam of light fired from her spear.

Moments later, Mami, Nagisa, and Sayaka joined the fray, though Matarael hung back for a moment to make sure Madoka was well out of the line of fire.

“You stay safe,” she spoke grimly, both hands on Madoka’s shoulders as she stared down into the other girl’s soul. “Do  _ not _ get hit. Do  _ not _ get hurt. If you die or get fucked up too hard, everything we’ve done will be for  _ nothing. _ I know this kind of hurts to hear, but you’re the  _ lynchpin _ of this loop, and if anything happens to you, Homura might accidentally break the universe trying to reset the month again.”

The most important girl in the universe nodded solemnly. “And you all come back to me,” she said softly. “No matter what.”

“Promise,” Matarael nodded, then patted Madoka’s head and joined the fray with a loud warcry, bellowing out her challenge as she unleashed her true form for the first time in what felt like decades.

Homura  _ gestured _ with her shield... and unfurled an  _ arsenal. _

Mami did much the same, ribbons spawning into existence by the dozens and forming into what seemed like an endless expanse of muskets and cannons.

Nagisa spewed out a horrid mass of nightmares and death, her human form unraveling until the giant worm witch known as Charlotte exploded into the world once more, twisting the fabric of reality to its whims with the sheer weight of its Angelic existence.

Sayaka and Kyoko, on the other hand, just shrugged awkwardly and gripped their weapons tighter- neither of their magics were as flashy, unfortunately. But they, too, charged forth.

And while the other Magical Girls did battle, Madoka  _ watched. _

And while Madoka watched, something sidled up next to her.

_ ‘They’re going to lose, you know,’ _ said a quiet voice. A kind of voice she’d imagine a cute little cat to have. Or perhaps a baby bunny?

_ ‘The Witch of the Stage is too strong,’ _ the voice continued.  _ ‘Even with the power they wield, it will not be enough.’ _

Madoka looked down. The creature at her feet was neither a cat nor a bunny, but in a way, it resembled both. Unfortunately, she recognized it as the creature every other magical girl tried to do their best to keep away from her.

She didn’t realize it could speak.

“... What do you mean they’re going to lose?” Madoka asked, kneeling down by the catbunny thing and idly petting its head. She knew that it wasn’t to be trusted, but surely it wouldn’t be too difficult to pry some answers out of the thing, right? “They look like they’re doing fine…”

_ ‘With all their power, with all their potential...’ _ the catbunny mused.  _ ‘I predict at least three deaths. They will fail. Only you have the hope to save them, Kaname Madoka.’ _

“N-no, that… that can’t be true! They trained so hard for this! They… they’re trying so hard!” Madoka cried out, immediately panicking at the thought of her friends dying without her being there to help. “And what do you mean I’m the only one who can help!?”

_ ‘You have an enormous wellspring of potential within you,’ _ the thing replied.  _ ‘I have never felt its match. You could defeat this Witch in a single attack, Kaname Madoka, and save your friends from certain death.’ _

“... I shouldn’t… I…  _ can’t _ … Matarael told me not to do anything stupid- I have to stay here and-” Madoka swallowed thickly as she tore her eyes away from the Incubator, watching the fight once more and gasping as the massive form of Matarael suddenly flew through the air- batted into a spire and impaled through the center of her body by its tip.

“No!”

_ ‘Make a contract with me, Kaname Madoka,’ _ the thing’s voice echoed in her head,  _ ‘And you can save them.’ _

“... I… I shouldn’t… but…” Madoka gulped, shuddering a bit as her determination wavered- barely biting back tears of impotent frustration as she watched her friends get thrown about like ragdolls. “... If it means saving my friends… then I have no regrets.”

<>

“... It’s happening,” Matarael murmured quietly, slipping sideways through time as she appeared behind Homura. “You only have one shot at this.”

Homura took a deep breath, watching as the rest of their friends continued battering the still, silent form of Walpurgisnacht in the midst of frozen time. 

This was it. Now or never.

The culmination of the silent planning she and Matarael had done in the background over the last few weeks.

It hurt, just a little, to allow Madoka to contract with a terrible thing like the Incubators, but it had to be done.

Matarael held up a blood red orb, one that shone with eldritch light. A special Core, one that had its own purpose, its own devious intent.

Homura took it.

Time resumed.

A newborn sun lit up the city as Madoka accepted the contract.

Someone screamed.

Homura appeared behind Madoka with a flash of broken time, the seconds ticking down in slow motion as the surge of pure Magic flooded into the girl, building and building, shining bright as the sheer, wondrous potential locked away in the karmic cycle of the Universe finally became  _ realized _ .

Right as the contract was about to be finalized, right as Madoka’s potential surged to its fullest power, right at the point of no return…

Homura slammed the core right into the Soul Gem that formed upon Madoka’s chest.

Someone screamed.

Madoka vanished.

The Incubator  _ exploded _ .

Walpurgisnacht… ceased to exist.

Matarael smiled, chuckling to herself as the rest of the girls landed beside her, curiosity visible upon their faces. 

“What’s going on? Did we win?” Kyoko asked, leaning on her spear and looking around in confusion. “Hey, the city’s all fixed up too- what happened?”

“We won, of course. The Incubators are no more, and Madoka… well,” Matarael nodded, pointing up… and up… and up.

A pair of white gloved hands, glowing and ethereal, encompassed the Earth in its entirety.

Madoka’s face, smiling in the sky, holding the very planet aloft like it was a snowglobe.

“... how do I change back?” said newly minted goddess asked, barely audible to the girls despite her size. “And why am I huge!?”

“... So… what happened to Kyubey?” Mami asked, deciding not to poke that colossal can of worms for the moment and instead pointing at the puddle of blood and entrails that used to be their favorite punching bag. “Usually he’s… eating his corpse by now.”

“Well… I figured out how to stop all the Incubators across all of the universe all at once,” Matarael answered. “Homura and I figured out something… pretty interesting, actually.”

“Have you also figured out how to prevent global panic at suddenly seeing a giant magical girl literally holding the world in her hands all of a sudden?” Kyoko deadpanned. “Or how to get Madoka to stop doing that? She’s looking a bit panicked at the moment.”

“Oh yeah, right,” Matarael deadpanned, then waved up at Madoka and shouted at the top of her lungs. “Just concentrate on going back to normal! It should work fine!”

“... Really?” Sayaka deadpanned.

“... Well I mean it’s not like there’s a huge precedent for people turning into literal goddesses upon adoption into the family… well okay there’s like  _ one _ , just now, but other than that kinda not really,” Matarael huffed, then made a smug noise of satisfaction when Madoka vanished and subsequently reappeared next to them, now wearing a frilly dress reminiscent of both a wedding dress and her uniforms from previous resets. 

“What just happened!?” the Magical Girl in question demanded in a not-at-all high voice. “What did- What I- did you  _ plan _ this?!”

“Sorta?” Matarael shrugged, immediately throwing Homura under the bus by pointing at said magical girl. “Most of it was Homura’s idea. Didn’t really expect the goddess thing to happen, though. Totally knew you were gonna make a contract, though. ‘S why I left you alone and far away from the rest of us.”

“You...  _ planned _ this?” Madoka repeated, tone suddenly growing colder. “You... you...”

“It was my fault,” Homura cut in, stopping Madoka as she held the other girl’s hand. “I was the one who planned most of this. Matarael was only concerned with stopping the Witches. I… planned out the rest.”

“But… but why  _ me?” _ Madoka asked, confused and looking a bit betrayed. “What- I don’t understand… why did you plan all this…?”

“Because your karmic destiny is ‘Universal Goddess’,” Matarael answered, taking a deep breath as she explained. “A selfless wish produces more power. Madoka’s wish has, in every single timeline, been complete self sacrifice. Every loop that happened built up that power at an  _ exponential _ rate, to the point that when this loop hit, the Universe  _ couldn’t _ build it up more. Madoka’s destiny got too big… and that was what we needed.”

She paused for dramatic effect, drawing an image of Kyubey into the air. “I can’t condone total soul death. It’s… not in me to do so. But the Incubators… the Incubators did need to be stopped. And I’ve learned that, every time a girl makes a contract, their soul is bound to the Incubators’ network, processed down for fuel, but even afterwards, still intact. The Incubators also have something approximating a hivemind. All this meant that, through Madoka’s contract, I could infect Kyubey with a memetic soul virus. Through her power, I could boost the signal through the entire universe to affect every Incubator across every galaxy. No more Incubators.”

“... Wait, so- did you kill them or-?” Kyoko asked, interrupting Matarael as the other girl spread her arms out dramatically to emphasize her words. 

“... Ah, no. I turned them all into Proto Angels,” Matarael shook her head, creating a viewscreen of a simple white orb with a simplified image of an Incubator’s face printed upon its surface. “Mindless drones working against entropy for all eternity, drawing infinite energy from higher dimensions and turning it all into newborn stars. They wanted their infinite energy, they got their infinite energy.”

Madoka sighed. “I... I can’t see it as wrong,” she murmured. “But while the masters... are gone, the cycle they created still remains.” She flexed her hand, watching it, watching sparks of power dance across it. “I can do something about that, can’t I?”

“Well, all the souls of every Magical Girl and Witch are all still stuck in the Incubator network, barring the ones we freed directly,” Matarael answered, waving her hand idly. “So if you wanna fix that, you can probably just wish it into reality. Your power level is probably high enough to do that, I think.”

Madoka nodded slowly, closing her eyes.

  
When she next opened them, they were  _ glowing _ with power.


	17. The End

“Well, I guess everything on the checklist is done,” Matarael murmured idly as she felt more than saw the effects of Madoka’s actions. With how the newly minted Goddess was connected to the Family, Matarael knew damn well that the entire population of the universe had just risen by at  _ least _ a few hundred thousand, maybe even a billion or so.

There was a lot of wiggle room when it came to trying to figure out the scale of universal populations, as it turned out.

But at the very least, there were at least a few thousand very confused girls suddenly appearing all around Earth, most of whom were wondering why the hell everything looked different.

Y’know, because at least three quarters of them had died more than a hundred years prior.

“No more time resets,” Homura sighed quietly, idly fiddling with the buckler on her arm as she looked out over the city. “Not through my Magical Girl powers, at least.”

“Mhmm… well, at least you can still stop time.” Matarael nodded, flicking an empty carton of juice over the edge of the roof the two of them were standing on and huffing. “That’s nice, at least.”

“Za warudo,” Homura snickered, poking the Angel. “Do you think I should stock up on knives?”

“Pick up a roadroller too,” Matarael responded, poking Homura back. “Also, now that I think about it- maybe you actually  _ can _ do time resets again now that we’ve reached a karmic balance and fixed Madoka’s destiny to something that  _ isn’t _ stuck in the bounds of normal three dimensional forward flowing time.”

“...Is it okay if I don’t try one?” Homura asked. “I think I’m sick of time loops by this point.”

“Yeah, let’s just… let’s not,” Matarael nodded, shuddering a bit and shaking her head. She idly sent out a sensor ping, feeling it resonate off of the  _ thousands _ of newly formed Cores populating the planet- ones thankfully not connected to the main family network, but already forming a network of their own.

She wished them good luck, honestly.

Those girls deserved to have someone they could talk to. Well, y’know. Other than those lucky few magical girls who’d somehow managed to have their parents still be alive and non-abusive.

“It’s weird to think,” Homura said suddenly. “It just dawned on me. No more Walpurgisnacht. No more loops. No more Incubators. It’s weird to think that this nightmare is just... over.”

“Yeah, tell me about it- that was…  _ really _ fast, honestly,” Matarael muttered, scratching her head and frowning. “I cannot  _ believe _ that all we  _ actually  _ needed to do was to Core Madoka. Seriously, what the fuck?”

“Well, we couldn’t have known that before, considering that the universe itself wasn’t set up correctly before then, and because I was trying my hardest to keep Madoka  _ away _ from the incubator,” Homura shrugged, not really feeling all that put out about just how  _ simple _ they could have made the loop if they’d just done something stupid way earlier.

Oh well.

Que sera sera, as the saying went.

“Yeah, I guess,” Matarael nodded, then sighed and folded her hands behind her head, staring off into the bright blue sky, taking in the slow wisps of clouds moving along in the distance. “... So… I wonder what everyone else is up to right now?”

<>

“Madoka is a god,” Sayaka said faintly. “My best friend is a fucking  _ goddess. _ Literally. What the fuck.”

“I mean, aren’t we all technically what some would consider deities now?” Kyoko asked, whilst chewing on yet another item from her seemingly endless pocket dimension of assorted snacks. “I mean, I’m as surprised as you are that pinkie turned into a giant glowing god, but it’s not like she’s changed all that much. Still needs therapy, still a shy useless mess of a lesbian.”

“.... Like you?” Sayaka deadpanned.

“J-just because I think you’re hot doesn’t mean I’m a useless lesbian!” Kyoko immediately spluttered back, waving her arms in Sayaka’s direction to futilely try and deflect her words. 

“Well, at least you can actually admit it without turning into a mute tomato,” Sayaka huffed, snickering at Kyoko’s words. “Why haven’t you made a move, anyway, if you’re actually interested? It’s not like I’ve been telling you  _ no.” _

“I... Kinda thought you were pining for Mata-chan,” Kyoko confessed. “...Weren’t you?”

“... Kinda the opposite actually? I mean, I wouldn’t  _ mind _ , now that I’ve got memories of all the times when we  _ did _ hook up… y’know, before I ended up dying or the loops got reset… but it’s not like any of us are exclusive… well, except Madoka and Homura, and even then…” Sayaka shrugged, letting the implication hang in the air. “Anyway, if you do wanna go on a date, I wouldn’t say no.”

“.... Then let’s go on a date,” Kyoko nodded, smiling at Sayaka.

She held out her hand, gently, slowly, almost hesitantly.

Sayaka only smiled back silently, taking Kyoko’s hand in hers.

The sun rose over Mitakihara City.

<>

“Ne, ne, mama?” Nagisa asked, gently prodding Mami awake by lightly slapping her cheek. “We’re almost there!”

“Mnnn… five more minutes, Nagisa,” Mami murmured, not bothering to open her eyes as she listened to the sound of the train rumbling down the tracks. She smiled anyway, holding Nagisa in her lap and simply relaxing.

It had been so long since she could relax.

It had been so long since she wasn’t alone.

And now?

She had  _ friends.  _ A  _ family _ . People who would never leave her, people who would love her and support her, people who she could laugh with, cry with, share her joys and sorrows with…

It was like the sweetest breath of fresh air after an eternity of drowning.

And Nagisa? 

Nagisa was only too happy to be part of her family.

Nagisa quieted down as the train slowed to a halt, the gentle voice of the automated announcer echoing over the cabin and letting them know it was time for them to go.

Mami and Nagisa stood, hand in hand, and exited the train without another word. It was a bright sunny day. All was well.

The outskirts of Mitakihara hadn’t always been an empty plain, Mami remembered, they’d once been a thriving and beautiful section of another city, one that had faded away in time in the years since she’d left. 

She suspected Homura might have accidentally had a hand in that.

But regardless of what the vast and empty expanse of rolling grass and sparse trees used to be, it was now host to what seemed like  _ thousands _ of people, milling about, speaking with each other, living life- a vast festival that only escaped attention thanks to the machinations of those who’d brought it about.

It was a festival of bright clothes, frills and lace, swathes of silk and cotton and bells and gems- magical girls of all ages and races. From the ancient queens of yore in their fine silks and golden jewelry, to the more modern girls with lace and ribbons galore, magical girls who had died too young, died too old, died as witches, died of other causes, all girls long dead but at the same time- here they were.

Alive. Laughing.  _ Happy _ .

Mami and Nagisa’s arrival didn’t go unnoticed, even among the milling crowd of thousands. The rest of their friends were there as well, flitting about and making sure the festivities went well.

“Mami! You made it!” Sayaka shouted, rushing over with Kyoko, hands entwined like an unbreakable knot. Madoka and Homura followed soon after, the time mage’s perpetual scowl replaced by a brilliant, if shy, smile that matched perfectly with Madoka’s sunlike grin. Matarael brought up the rear, a small, happy smile adorning her face like all the rest.

“I couldn’t very well miss a party I was invited to, could I?” Mami asked rhetorically, embracing her friends before pulling back and looking around. “It’s… everything I could have ever wanted… it’s beautiful…”

“It is, isn’t it?” Madoka murmured, taking in the thousands of happy, free,  _ living _ girls before them. “I’m glad that I could help them all… that  _ we _ could help them all.”

“It’s the happiest ending I think I could have imagined,” Matarael murmured, gently squeezing both Kyoko and Sayaka’s shoulders as she stared out. “I think… I think all we have to do now is…”

“Live,” Homura finished, squeezing Madoka’s hand in her own. “Live, and grow. Take back what remains of our childhood and just…”

“Enjoy life,” Kyoko cut in, her grin growing wider as the sun seemed to flash brighter with her words. “We made it, everyone! We’re done!”

“We did it,” Sayaka nodded.

“We’re free,” Nagisa mumbled, clutching the hem of Mami’s shirt and beaming wider than ever before. “We’re all free....”

Mami nodded, and as the sun shone down upon them, she took Nagisa’s hand in her own, joined hands with her friends. And together, as one…

They walked into a brighter future.

Together.


End file.
